Doomed
by Tweek-23
Summary: Captain Marvel is dying, and it's up to Spider-Man to find a cure. But when his research is stolen by Doctor Doom, Spider-Man and Captain America travel to Latveria to get it back before time runs out. Part One of the "Doomed" Trilogy.
1. Chapter 1

_**A/N: Hello, friends! Welcome to my first fanfic, which I was originally going to title "Spider-Man: Doomed" but I figured it was more of an Avengers story with Cap and Carol in it. Please don't hesitate to review, criticize (constructively) and let me know what you like and don't like. Thanks in advance!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter One**

Sunlight cast angular shadows into the concrete canyons of Manhattan, but even on a cloudless summer day the blue flashes of energy weapons robbed the sun of its rightful duties, if only for split seconds.

It was around these plasma blasts that Peter Parker, the Amazing Spider-Man, dodged, flipped, ducked, and somersaulted, working his way through a group of private soldiers from Advanced Idea Mechanics, or A.I.M. _Man, today is one of those days when I really love my job._

"Hey, I just met you," he said, punching an A.I.M. agent in the face, shattering the black glass of the cylindrical helmet.

"But this is crazy," he continued, dodging more energy blasts before webbing two opponents together, then kicking them into an air conditioning unit and webbing them to it.

"You're hurting people," More blasts flew around him as he slid underneath an A.I.M. agent, webbing the man's foot as he went. The agent tried to turn around and fire, but tangled himself in the web and fell, leaving himself open for Spider-Man to web him to the rooftop.

"So stop this, maybe?" he finished, flipping over an agent's head and mule kicking the man as he landed.

"I can't believe you just quoted that song," a woman's voice said, just as the final two A.I.M. soldiers' bodies fell out of thin air, landing on top of the man Spider-Man had just knocked out. "That is just… so dated."

Peter smiled beneath the mask. _I love my job today because I get to bust up A.I.M. nerds with the lovely and awesome Ms. Carol Danvers, AKA the new and significantly improved Captain Marvel._

Captain Marvel smirked at him, placing her hands on her hips. "And now it's stuck in my head."

Spider-Man bounced over to the edge of the roof. "That's a song?" he said. "I thought it was just a meme."

"What the heck is a—NNG!" Captain Marvel's face squeezed together in pain as she started to freefall.

"Carol?" Spider-Man half-yelled, leaping over the side. He watched her unconscious form fall toward the earth, her arms and legs spread, offering some resistance in the air. Pulling his extremeties in as tightly as possible, Spider-Man dive bombed toward her. _I'm only going to get one shot at this,_ he thought, reaching out with his left hand toward the sash that was tied around her waist. His fingertips grazed the red cloth just before she struck the pavement, but fingertips were all he needed. "Got you!" Spider-Man said, sticking his fingers to the sash and firing a web line into the nearest building. He pulled Captain Marvel into the safety of the crook of his elbow, but swinging with unusual weight threw him off balance, and his Spider-Sense rang out a warning. Spider-Man looked up just in time to see a taxi in his path. "Oh, this could be bad," he said.

It was too late to prevent the impact, but the warning gave Spider-Man enough time to turn his body so that Captain Marvel was protected from the brunt of the damage. Glass flew in a cascade around him as the windshield buckled, and the metal creaked as the roof gave way. He would've screamed if the air hadn't been robbed from his lungs. He laid there for what seemed hours before turning his head to check on Captain Marvel. Slivers clinked as they slid off his neck and mask. His body had protected her from any severe external damage, it seemed. Grabbing her shoulder, Spider-Man shook her gently, trying to rouse her. "Carol," he said, "Carol, are you alright?"

The street around him was deserted, though he could see people standing in the windows of the nearby offices. The reflection from one of the buildings gave him a perfect panorama of the street, and he saw the Stark Industries armored car that A.I.M. had been trying to rob. They'd managed to shoot out the tires with their energy weapons before Spider-Man confronted them on the rooftop. He took out a few in the fight early on, but most of his energy was being spent dodging their shots. At least, before Captain Marvel showed up. She'd just happened to be flying by, and saw the blue lights of their weapons.

Spider-Man looked back to Carol. There was blood leaking out of her nose, and she didn't look like she'd be regaining consciousness any time soon. He removed one of his gloves and placed two fingers on her neck. Her pulse was weak, and sporadic. He turned his ear toward her mouth and nose, and heard her inhale. _At least she's still breathing,_ he thought. His musing was interrupted by his Spider-Sense tingling.

"Oh, crap," Spider-Man said, looking up. Four more A.I.M. soldiers were approaching him, their energy rifles trained on him and Captain Marvel. _I can't,_ he thought, _I could fight them off, but I can't do it and keep Carol safe._

From behind him, Spider-Man heard the whistling of air, and a red-and-white streak flew past his head, striking two of the soldiers before shooting back over him. _Oh, thank God,_ he thought. "Man, you guys are just not having a good day," he said, using the distraction to disarm the soldiers with webbing. The two men looked at each other, then turned to run, but Spider-Man webbed their feet to the ground. "Where're you going, fellas? I thought we were bonding," he said.

"Spider-Man," the commanding tone of Captain America was not one with which many people argued. Steve Rogers stepped around the taxi, his shield raised, his eyes scanning the area for further threats. "Is she alright?" he asked.

"No, she's not," Spider-Man replied. He stepped off the taxi and gave the Captain a nod, which Steve returned. "Her pulse is arrhythmic, and her breathing is shallow."

More plasma blasts started coming from behind the armored car. There must have been more A.I.M. agents trying to get at the Stark tech than Spider-Man had seen. Cap blocked a shot that would have hit Carol with his shield. "Then we need to get her to a hospital," he said.

Another blast hit the car next to the taxi, exploding the windshield and raining down glass. Cap covered Carol with his shield, while Spider-Man covered his head with his arms. "Aww, I was gonna take her down to that new café on 38th," he said.

"This is no time for jokes!" Cap said, shoving his finger in Spider-Man's face.

The A.I.M. agents were getting frustrated with the heroes clear disinterest in them. Several aimed their guns right at Spider-Man's head and fired. "Who's joki—hang on," Spider-Man said, grabbing Cap's shield arm and pulling the shield between his head and the plasma bolts.

Cap jerked his arm back and threw the shield, striking the soldiers who had fired at them. "Right now we need to focus on the task at hand," he said, catching the shield as it returned.

If Spider-Man had had hair sticking out of his mask, he would have run both his hands through it. "Cap, the task at hand needs to be getting her some help," he said, gesturing toward Captain Marvel. "Beating up on the bucket heads is gonna have to wait." Just then his Spider-Sense blared, and Spider-Man turned to see another fifteen A.I.M. agents, all with plasma weapons trained on the heroes. "Of course, getting her there in one piece might be a bit difficult."

Spider-Man looked to Captain America for direction. Besides being his leader in the Avengers, Steve was also the current Director of S.H.I.E.L.D. Most people called him "Commander Rogers" now, but to the Avengers, he would always be Cap. Spider-Man knew there was no better battlefield tactician, and he could see the wheels turning in Cap's head. "Take her to the Tower," Cap said. "I'll handle this."

"Uh... are you sure?" Spider-Man said, his web shooters at the ready should they be needed. "Not that I doubt your awesomeness, or anything, but there're lots of guys with big guns here."

Captain America turned his head to Spider-Man, and Peter actually saw a smile on the man's face. "I'll meet you there when I'm done."

**XXXXXX**

Spider-Man stood outside Avengers' Tower's hospital wing, watching through an observation window as the doctor looked Carol over. Generally with this type of situation, Tony Stark, Reed Richards, or Hank McCoy would be called in to help, but all three were indisposed at the moment. _Figures,_ Spider-Man thought. _Goes to show that the old Parker luck doesn't just infect me. The stuff's contagious._ He turned as the door opened behind him and Steve walked in, the shield strapped to his back and his mask discarded.

"Is she okay?" he asked.

"They haven't said anything yet," Spider-Man replied. He felt uncomfortable wearing his mask in the Tower. He'd gotten used to being able to be himself around his fellow Avengers, but the doctors working on Carol didn't know who Spider-Man was, and Peter intended to keep it that way.

Steve turned to Spider-Man, his arms crossed over his chest. "What happened out there?" he asked.

Spider-Man threw his arms in the air and turned away from Steve. "I don't know," he said. "We were fighting some guys, I cracked some jokes. I mean, unless she has a serious allergy to memes, I don't—"

Turning back around, Spider-Man was a little stunned to see Steve staring straight into his eyepieces, brow furrowed, mouth downturned. "What's a meme?" he asked, in the same tone he used when assessing a new threat on the battlefield.

He had to work to suppress a snicker, and was glad that Steve couldn't see him smiling beneath the mask. _Some things never get old._ "Don't worry about it, Cap," he said.

Steve noticed the doctor walking toward the doors, and they went to meet him. "Captain," the doctor said, the double doors clicking as they shut behind him. "Spider-Man."

They shook hands with the doctor before Steve asked, "How is she, doctor?"

The man shrugged, then stuck the clipboard he was holding underneath his arm. "Honestly," he said, pulling off his glasses and letting them hang on the chain around his neck, "I have no idea. I've managed to stabilize her, but I haven't a clue as to what caused her to lose consciousness in the first place. Other than her vital signs slowly weakening, she's perfectly healthy." The men walked back to the observation area, where they looked at her through the glass. "The problem is that, now that she's conscious, she won't talk to us about what's wrong."

Spider-Man couldn't believe that. Carol wasn't stupid. "What?" he said. "Why not?"

"She says she only wants to talk to you," he said, pointing at Spider-Man with his pen.


	2. Chapter 2

_**A/N: Hello, again, friends, and welcome to Chapter Two!**_

_**Disclaimer: All characters owned by Marvel**_

**Chapter Two**

Steve stood with the doctor near the observation area as the nurses left the room, giving Spider-Man and Carol some privacy. "I don't understand, Captain," the doctor said, turning to Steve. "My team and I are doctors, medical professionals. Sure, I'm  
no Reed Richards, but," he hitched a thumb into the room, "Why would she want to talk to him instead of us?"

A small smile crossed Steve's face. "No offense intended, doctor," he said, "But the man beneath that mask is one of the smartest people alive." Steve leaned forward, resting his hands on the windowsill. "If anyone can figure out what's wrong with her,  
he can."

Spider-Man sat next to Carol's bed, listening to her ragged breathing. It was difficult, to say the least, to see his friend like this. He'd always known Carol as a strong woman, one who couldgo toe-to-toe with the Hulk and come out the other side  
un-smashed. But it wasn't just physical strength; she was a rock of a woman, considering all she'd been through. He knew a bit of her history: powers and memories stolen, lovers killed. It reminded him of his own.

He grabbed her hand, and she opened her eyes. "Hey, you," he said.

She turned her head to him, and the dark circles under her eyes unnerved him. He wondered if they'd been there before, just hidden by her mask. "Hey, Pete," she said, a small smile crossing her lips. Her voice was raspy, and the oxygen mask made her difficult  
to understand. "Wish I could…" she paused to take a breath, "See your face… those big white eyes… kinda freaky."

Peter smiled and pulled his mask up to rest on the bridge of his nose. "Blast," he said, "You've foiled my master plan to creep out beautiful young women."

"Beautiful?" she said, laugh-coughing. She pulled off the oxygen mask so she could be better understood. "Flatterer."

He squeezed her hand. "It's only flattery if it isn't true," he said. He was glad, then, that she couldn't see his eyes. He took a deep breath. "What's going on with you, Carol?" he asked. "Why did you want to talk to me?

Carol's face grew somber, and she turned away from him for a moment. When she turned back, tears were welling in her eyes. "I, uh…" she said, her voice cracking, "I think I'm dying, Pete."

His hand grew sweaty inside the glove. He wanted to take off his mask, he wanted her to look in his eyes and see how afraid he was for her then. But he saw the doctor still standing by the observation window. "Y'know, that might be something the doctor  
needs to hear about. Considering that's what he does for a living and everything."

She smiled, and the room shone a little bit brighter. It reminded him of Gwen, in a way, how one side of her mouth turned upward just a bit more than the other one. Her eyes, though, they'd always held a fire, a passion, like Mary Jane's; when he looked  
into them, he saw it dimmed, but not gone—she was _angry_ about what was happening to her. "I'm pretty sure that whatever's going on with me is something a regular doctor wouldn't understand," she said. "I'm half-Kree. It's not really a subject  
they cover in med school."

Peter sighed. "Then you need to wait for Reed. Or Tony. Or we can call Doc Strange, maybe he can—"

"Stop," Carol said, shaking her head at him. She coughed, and was forced to bring the oxygen mask back up to take a few breaths. "You always sell yourself short," she continued, pulling the mask back down. "You're just as smart as any of those guys, and  
I don't…" she paused, and left Peter to wonder. He was sure that her disease was just getting to her, causing her some pain, with the way her face looked like she was hurting. "Trust them," she said. "Not like I trust you."

Carol reached her other arm across herself and grabbed Peter's other hand. The action rolled her body, and drew her closer to him. Tears resting there made her eyes look like ocean water, and he could smell the honeysuckle in her perfume. "I… I, uh…"  
he stammered, finding himself leaning in rather than backing away.

She stared to straight into his eyepieces, knowing his face beneath, right into his eyes. "Just promise me you'll check it out," she said, giving his hands a squeeze. "If you need help, you can go to whoever you need to to get it, but promise me you'll  
look into it first."

A tingle went down his spine, and it had nothing to do with his Spider-Sense. She was placing her faith in him, and he was more afraid than he cared to admit that she was making a mistake, but he wasn't about to let her down. "I promise," he said, holding  
up his right hand like a boy scout, but with the pose of his trademark webslinging gesture. "Spider's honor."

Carol smiled again and returned to laying on her back. "I'm so thrilled," she said, a hint of sarcasm in her voice. "I'm gonna have you crawling up the walls with this one," she said, pointing at him and wagging her index finger.

"Har dee har har," Peter said, standing up and walking around the room. He opened several drawers before finding what he was searching for: a pad and pen. Sitting back down next to Carol, he uncapped the pen with his mouth and spit the cap to the side.  
The twitch in her left eyebrow went unnoticed. "Ok, just the facts, ma'am," he said in his best Humphrey Bogart. Carol couldn't help it. She burst out laughing.

**XXXXXX**

Steve stood outside the hospital suite in the observation area, grinning like he'd just found the golden ticket. Spider-Man was waving his arms over his head like a gorilla, and Carol was laughing in her hospital bed. The doctor, on the other hand, was  
far less amused. "Who does this guy think he is," he said, turning to Steve, "Patch Adams?"

He didn't understand the reference, but Steve inferred that it must be some type of comedian. "That's just who Spider-Man is, doctor," he said. In his years in combat, Steve had never met anyone more naturally gifted at keeping up morale. As he was speaking,  
they noticed that Spider-Man was walking back out, pulling his mask back down over his mouth.

Steve and the doctor walked over to the door, but before they could speak Spider-Man burst through and started rambling at the doctor. "Okay, Doc," he said, "I'm gonna need everything you have on her: blood work, test results, the works."

The doctor crossed his arms. "I can't provide you with that information," he said. "Doctor-patient confidentiality."

Stepping forward, Steve placed his hand on the man's shoulder. "Doctor, you're technically employed by S.H.I.E.L.D, aren't you?"

"Yes, Captain," the doctor said.

"Then, as current Director, I'm ordering you to get Spider-Man everything he asked for." Spider-Man crossed his arms and held his chin high, and Steve could practically feel the smirk happening beneath that mask. He shot Spider-Man a look, and the webslinger  
dropped his hands back to his sides.

"But, sir," the doctor said, "I… I just can't. It's unethical."

"Think of it this way, Doctor," Steve said, putting his arm around the man's shoulders, "If you have a patient who has cancer, you would send that person to a specialist, right?" Steve looked to Spider-Man and stretched out his hand. "Spider-Man is just  
the…"

"Oncologist," Spider-Man said.

"Oncologist in this situation." Steve patted the man on the back, whom he had started directing toward the door. The doctor was mumbling a reluctant agreement, though he was walking out of the room slowly. Steve turned back to Spider-Man, letting the  
doctor go, who was still mumbling something about Patch Adams.

"Nice work, Steve," Spider-Man said, pulling his mask off for the first time in hours. Steve noticed that his hair was messier than usual, covered with more sweat.

"It's on one condition, Spider-Man," Steve said, using Peter's superhero name, as the doctor was still in earshot. "Anything you find, you bring to me. Carol's a friend, as well as an Avenger, and I want to be kept apprised of her situation."

"Can't do that, Cap," Peter said, leaning back on the wall. "Doctor-patient confidentiality."

Steve took a step toward Peter, and leaned down to his eye level. "You aren't a doctor, remember?"

Peter's Spider-Sense blared as the doctor turned around from the doorway screaming, "He's not even a doctor?!" The man was faced with Steve standing next to Spider-Man, who was just holding his mask up in front of his face. "Spider-Man," he said, "Turn  
around and put your mask back on."

Silence ruled the room for moment before Peter said, "My mask is on."

"No, it's not," the doctor said. "You're just holding it in front of your face."

More silence. "No, I'm not."

"God!" the doctor screamed, throwing his hands in the air. "Captain, I hope you like dead teammates, because that woman is doomed if this moron is going to try to figure out what's wrong with her!"

"That's enough!" Steve roared, clearing the distance between himself and the doctor in a second. "I'm going to let that slide, seeing as you don't know this man, doctor, but I suggest you walk out of this room and go get him that information before I  
change my mind." The doctor ran from the room, the squeak of wet shoes following him down the hallway.

Steve turned around and found Peter holding his mask in his hands, staring down at it. "He's right, isn't he?" Peter asked, his grip on the fabric tightening. "We need to go find Reed and Tony, I'm sure they can…"

"Hey," Steve said, crossing the room and grabbing Peter by the shoulders. "Look at me." Peter raised his head, and Steve saw the pain in his eyes. "I know you can pull this off. I've seen you out-think opponents in the field, and I've seen you make technological  
marvels when you're given the time. I've got faith in you."

Steve turned Peter's shoulders, forcing him to look through the window. "And so does she." Peter saw Carol watching him, and when she saw his face without the mask, a small smile crossed her lips.

"Ok, Cap," Peter said, turning back around. "I might have to mainline some caramel macchiatos, but I'll get it figured out.


	3. Chapter 3

_**Hello, friends, and I hope you enjoy Chapter 3, wherein we finally find out what's wrong with Captain Marvel!  
Also, I've been getting some questions in the reviews, so I think I'll take a chance to answer them here.  
1\. Carol and Peter are NOT together at this point in the story. YET. That's a big-ass yet, too.  
2\. Setting is roughly right after Captain Marvel #1.  
3\. I refer to characters by their hero names while they're in costume to distinguish from when they're not. Just my own little tick. Sorry. If it gets really annoying, I'll fix it.  
**_

_**There you go! Any more questions, please let me know! And please, don't hesitate to review and favorite!**_

_**Disclaimer: All Characters owned by Marvel.**_

**Chapter Three**

The cup of coffee sitting on his workbench had gone from steaming to stale, but taste didn't really matter that much to Peter. He'd been locked in his lab at Horizon for three days, and in that time he could count on one hand the number of hours he'd slept. Strewn about his office were numerous papers from several different files: the medical records and test results he'd received from the ass-hat doctor (when Carol found out what he'd said, she'd nearly thrown him through the observation window, but Peter didn't know about that), as well as several of Carol's files from S.H.I.E.L.D., which he'd received from Steve.

He'd checked in every day, just as Steve requested, and every day Peter had told him the exact same thing: "I still haven't figured it out."

He called to check on Carol every day, too, and while on the first two days he'd spoken to Carol herself, today one of his fellow Avengers answered the phone. "What's up, Webs?"

"Logan?" Peter asked, pulling his cell phone away from his ear to check which number he'd dialed. "What are you doing there?"

Peter could hear Logan eating chips on the other end of the line. "Came down to check up on Carol," he said, stuffing a handful of chips in his mouth. "Me and her go back a ways, y'know?"

Thanks to the files laying all over his lab, Peter did. Back during her time with the C.I.A., before she received her powers, Carol had done some covert operations with Logan. The two had become friends through the experience, and that bond continued over their tenure as Avengers. "Any new developments?" Peter asked.

"Nah, not really. She's sleeping more today than she was yesterday, but that's about it," Logan said. Peter hummed to himself and wrote it down. He didn't like that she was sleeping more than usual. It meant her body was growing too tired from fighting her illness to stay conscious for very long. "Thor was down here earlier," Logan continued, crunching more chips into the receiver. "Offered to shoot her up with lightning, see if the energy boost might help her get past this thing, but Carol told him her absorbing powers are on the fritz. So basically she could either suck up the energy or fry." Logan punctuated the statement with a loud slurp and an even louder belch.

"Logan," Peter said, "Are you drinking in the hospital room?"

"Heh, yeah," Logan said before catching himself. "I mean, uh, no, Webs, no. It's just water."

Peter had to smile. "That's good," he said, "because I'm sure you know that Carol is a recovering alcoholic, and it would be really bad form to be drinking right next to her."

His sarcasm was not lost on Logan. "Don't you worry, bub," he said. "You know me. I'd never do anything that inconsiderate."

In the background, Peter heard the clinking of glass bottles, as well as Carol screaming "Han shot first!" He laughed for the first time since getting to his lab, and it felt good. He'd been too somber, too focused on how hopeless he felt in this situation.

"Sorry, Webs," Logan said, "Carol wanted to have a 'Star Wars' marathon, but we only had the Special Editions." Peter heard another grumble of dissent as Jabba the Hutt appeared next to the Millennium Falcon.

"Is that Peter?" he heard, and his heart lodged itself somewhere near his throat. "Tell him he should come by later, I'm finally gonna get around to watching 'Ghostbusters!'"

"Did you catch that, Webs?" Logan asked.

Peter ran a sweaty hand through his hair. He didn't know why he was trying to make himself look better while he was on the phone. "I did, yeah," he said, scratching at the three-day-old stubble growing under his chin. His eyes scanned the machine that was busy compiling the DNA analysis. It would be finished in a few hours. "Tell her," he said, sighing, "Tell her I'm sorry, but I'm busy working."

"Yeah, I gotcha," Logan said. "How are things going down there, anyway?"

Peter didn't have an answer for that. Everything he'd looked at so far had shown him that Carol should be nothing but a more than healthy woman. The only thing he could think of at this point was that it had to be something in her DNA itself, which was why he was doing the analysis. If it wasn't there, he was going to turn the case over to Reed. Bigger brains than his had to be able to figure something out. But he couldn't leave Logan hanging, so he said, "Still looking for a cause, then I can get to work on a cure."

Logan grumbled on the other end. "Well, work fast. I don't wanna worry you, but just because Carol's got energy now doesn't mean she's gonna stay that way." Peter heard him walking back toward where Carol was laying. "You may wanna come see her while you can."

The phone clicked, and Peter tossed his cell down on the counter. He knew what Logan was saying, but he felt like he couldn't leave the lab. If he did, he would be letting her down, taking time away from looking for her cure, wasting his energy on something less important.

He realized that he couldn't think of anything that could be more important right then. Galactus could be fighting the Tri-Sentinel in the middle of Manhattan with the entirety of the Kree and Skrull empires battling it out next to the moon, and he would still be sitting in that laboratory. He wondered how he could reconcile that with his "Great Responsibility."

_Because "Great Responsibility" doesn't mean the greatest number of people, _he thought. _Uncle Ben always taught me that my first responsibility was to my family, to the people I care about most._

_To the people I love._

His phone ringing derailed that train of thought, and Peter grabbed it to check who was calling. "Hey, Cap," he said.

"Peter," Steve said. "Just wanted to check how things were going."

Sighing, Peter stood and started walking around the room, which for him meant up the walls and onto the ceiling. He smiled, reminding himself of how Carol had told him he'd be crawling up the walls. "I don't have much for you, Cap. I'm waiting for some test results. I've got a few hours to kill before they're done, so I was going to start looking over the files again, see if there was something I missed the first six times."

Steve sighed on the other end. "Peter," he said, "If you have a few hours, I suggest you get some sleep. I doubt you've had much."

Sometimes Peter couldn't stand how perceptive Steve was. "I don't have time, Cap. We still don't know what's wrong with her. She could be dead by tomorrow and I won't have any answers."

Peter could practically feel Steve reaching through the phone and grabbing his shoulder. "Son," he said, "If you don't get some sleep you won't have an answer for 'What's your name?'"

He knew Steve was right, and he hated it. But Peter thanked him for his concern and promised he would get some sleep soon, as well as call once the test results come in. From the ceiling, Peter crawled down the wall and sank into the bed he'd placed in the lab. His eyes closed as the rhythmic pulsing of the machines lulled him to sleep.

Six hours later, Peter opened his eyes and threw off the sheets, concerned that he'd slept too long, that he might have missed something important. He pulled his cell phone out of his pocket, checked for messages or missed calls. Nothing. That was good, it meant there wasn't any drastic change in Carol's condition.

He walked over to the analyzer and examined the screen for a few minutes. "That can't be right," he said, zooming in on the image on the screen. He was staring at a strand of Carol's DNA, which, rather than having a double helix shape like full-blooded humans, instead was comprised of an interesting, and beautiful, in Peter's opinion, triplicate helix shape. He initially assumed the analyzer was thrown off by the uniqueness of her DNA, but he knew that couldn't be it. The machine had been designed by Reed, and held the strands for every alien and extra-dimensional species the good doctor knew of, including the Kree.

Instead, the analyzer was prompting Peter to play a simulation. He pushed the button on the touch screen and watched for roughly thirty seconds. "Oh, this is bad," Peter said. "This is really, really bad."

**XXXXXX**

The suit was not comfortable, especially with his Spider-Man costume underneath, but Peter knew it was appropriate for where he was. Sure, he could've waited to tell Steve what he'd found until they were both at Avengers' Tower, but Peter wanted to do it right then, and right then meant meeting Steve at his day job.

S.H.I.E.L.D. Headquarters was even more imposing than the Helicarrier, which Steve had virtually mothballed since becoming Director. A giant sculpture of the encompassed eagle logo sat in the lobby, where agents hustled about like they were trying to save the world by bringing their superiors coffee.

Peter walked up to the reception desk and dropped the large number of files he was carrying on the counter. The man sitting there looked up from his computer and saw Peter resting his head on his palm, with his elbow sitting on the files. "Can I help you, sir?" the man asked.

"Yes, I have an appointment with Commander Rogers," Peter said, not moving his head.

The man rolled his eyes; clearly people tried to come in and see Steve regularly. "Name?"

"Peter Parker."

The man scanned through his computer, and his eyebrows raised for a moment. Seconds later, a plastic card was printed out of the desk, which the man put on a lanyard before handing it to Peter. "This is your visitor's badge," he said. Peter looked at the badge and saw it had a picture of him running his hand through his hair as he walked through the front door. An agent appeared next to Peter, seemingly out of nowhere. "Agent Diaz will escort you upstairs."

Diaz grabbed Peter's elbow and led him to the elevators, where they took a quick ride to the top floor, which was, in its entirety, Steve's office. Peter walked in and looked around. In a glass display case was Cap's original shield, still dented from the damage it had accrued in the Second World War. The man himself was sitting behind a large brown desk, wearing a black t-shirt. As Peter and Diaz walked into the room, Steve got up from the chair and walked over to them. "Hello, Mr. Parker, thank you for coming," he said, shaking Peter's hand formally.

"It's my pleasure, Commander," Peter said.

"Thank you, Diaz, you're dismissed," Steve said, turning to the agent. Diaz saluted Steve, then walked back toward the elevator. As soon as the doors closed, Steve walked Peter over to his desk. "What do you have for me, Peter?" he asked.

Peter dropped the files on Steve's desk. "How much do you know about Carol's past?" he asked.

Steve scratched his chin. "I've read the files," he said, "But, admittedly, there's a lot I don't understand. What does this have to do with her illness?"

"She's not sick," Peter said, opening the top folder. "You remember this from her file?" he asked, holding up a picture of an incredibly alien machine.

"That's the Kree device that gave Carol her powers?" Steve said.

"The Psyche-Magnitron, right," Peter said, putting away the photo. "Do you know what it did?"

"Not exactly."

"It was basically a wishing machine," Peter said, digging deeper into the file. "And, at the moment she struck it, Carol wanted nothing more than to be like Mar-Vell. The Psyche-Magnitron is what made her half-Kree."

"Go on," Steve said, leaning his back against the lip of his desk.

"Fast forward a few years, Carol is now Ms. Marvel. She's a hero, everything is cool. Except," Peter pulls out another photo, this one of the mutant Rogue, of the X-Men, "She has a run-in with Rogue in San Fran, which saps all of her powers and memories."

"What does this have to do with what's going on now, Peter?" Steve asked, disinterested in the history lesson.

"Everything," Peter said, pulling out another photo. "Not long afterward, Carol was kidnapped and experimented on by the Brood, which bound her with a white hole, and turned her into this." He held up the photo, which was of Carol with red skin and fire burning through her costume. "She eventually lost this level of power by sustaining the sun. And here I thought she was hot now."

"Please get to the point, Peter," Steve said, rubbing the bridge of his nose with his thumb and index finger.

"Ok, ok," Peter said, pulling out a still shot he'd taken from the DNA analyzer that morning. "The point is, her genetic structure has been messed with more than anyone I've ever seen. Hulk, yourself, anyone. And it looks like all that genetic screwery," Peter set the photo down on the desk. The triplicate-helix strand looked like it was half-unzipped. "Is literally tearing her apart at the seams."

Steve picked up the photo and looked at it for a few seconds. "What are our options?" he asked.

_Ever the tactician, _Peter thought, _ready to try to tackle the problem head on._

"I'm not sure," Peter said. "I would need something that could… I don't know… strengthen the bonds that hold our DNA together. Something to fortify the genetic structure, somehow. I just don't know." Peter sat down in one of the guest chairs next to Steve's desk and started rubbing his eyes. "I'm hoping that Reed or Tony might be able to shed some light, because I don't know of anything that can do what needs doing here."

Steve snapped his head up from the picture, and turned the corner around his desk. "I might," he said, opening a drawer with his fingerprint and retinal scan and starting to dig.

Peter wanted to get up out of the chair and go look, but he was just so tired. He still hadn't shaved, and the musk in the room told him Steve either had a hidden gym in there somewhere (which he didn't doubt), or he needed a shower. Without warning, a thick file landed in Peter's lap, kicking up dust. Peter looked down at it, and noticed it didn't have a S.H.I.E.L.D. logo; instead, it carried the insignia of the United States Army. "Whose file is this?" Peter asked, standing and wiping dust from his lap.

Steve smiled. "Mine."


	4. Chapter 4

_**A/N: Hello, again, friends, and welcome to Chapter Four! Thank you for your continued support of this series, and please don't hesitate to review, comment, ask questions, follow, and favorite! Assuming that it's actually a favorite, I'm not trying to pressure you or anything.**_

**Chapter Four**

Peter was about to walk through the turnstiles at the subway station when he realized he didn't have a working Metro Card. Mostly because he never took the subway and travelled everywhere by web.

_Dammit, why did Steve have to insist that I walk back to the lab?_

"The last thing you need to be doing is drawing attention to yourself," Steve had said. "I've already made some calls. The streets will be clear on your way back. No trouble you need to worry about. If something changes, I'll call you personally."

Peter slumped his way out of the building, nearly taking a few floor tiles with him as he shuffled his feet. Rather than being able to look up and know where he was by the buildings and landmarks in the Manhattan skyline, Peter was instead forced to try and remember cross-streets and subway stops. This did not do well for him, as he was an hour and a half later getting back to his lab than he would have been.

He slammed the file down on his desk, and immediately picked it up again, checking it for damage. He knew that the contents of that file made it one of the most valuable items in the world. He knew whole countries that would gladly wipe out their neighbors for just a glimpse of whatever was in that folder.

Hands shaking, Peter set the dusty old file back on his desk. He stared at the U.S. Army insignia, his thumb resting on the tab. After a few seconds, he pursed his lips and opened the cover. To his great surprise, the inside didn't start glowing and melt off his face. Instead, it was full of musty and yellowing pages: medical test results, most of which were massive failures; a page with a photo that looked something like Steve, along with a basic bio; a page of pre-and-post serum administration exam results. No formula for the serum itself, which Peter had known would not be there. It was no secret among the Avengers that Erskine had memorized the formula for the Super-Soldier Serum, and that his death had rendered Steve the only one who would receive the treatment. Still, Peter had hoped that the serum was what Steve had been talking about.

After a few more pages of Steve's exploits with Bucky and the Invaders, the yellowed sheets ended. Peter imagined this was the time period where Cap was encased in ice. But instead of the next page being the Avengers thawing Steve out, it was instead the Army's attempts at recreating Erskine's research, most notably with Frank Simpson, alias Nuke, a maniacal and schizophrenic individual augmented with cybernetics and a second heart. Steve had told Peter that the file wasn't actually his, exactly, but was the Army's file on its Super Soldier experiments. Peter had thought Steve was the only Super Soldier alive, but dozens of pages showed nothing but failure after failure.

Peter flipped through the rest of file, not finding anything that could help him with Carol's case. Frustrated, he threw the folder back onto his desk and bent over to pick up a slip of paper that had fallen out of the back. Opening the folder from the back, Peter saw something that looked strangely familiar. Resting against the back of the file was a folded, browned sheet of white paper, one that looked like a flyer. Reaching out, his hand trembling, Peter took the paper and unfolded it. "Oh, God, you've got to be kidding me."

Unfolded, the flyer read: "Science Exhibit. Experiments in Radio-activity. Open to the Public. Room 30."

Peter didn't realize that he'd crumpled up the slip of paper in his hand for a few minutes. His brain was still trying to process the information. _This flyer was outside the room where the spider bit me. _He leaned back, but forgot that he was sitting on a stool. His ability to maintain equilibrium kept him from falling, but he felt like he wanted to crash to—and through—the floor.

He had to wonder if the demonstration had been some kind of plant. Had they wanted someone to be bitten by the spider that day? _No, there's no way could have scripted something like that so perfectly. A random spider crosses into the beam and bites someone? Definitely not a plan. But what, then?_

Peter started digging further into the file, skipping the Vietnam era altogether, pushing closer to his own time period. He found in the last few pages before the flyer the notes of one Dr. Randall Fletcher, who had apparently been studying Vita Rays, the radiation that Steve was exposed to in order accelerate the Super-Soldier Serum. Several pages mentioned the "formula" Dr. Fletcher received from his father, though nothing of the sort was written down. Then, on the final page of Fletcher's notes, was a paper clip and a blank square where the formula had been. Peter looked down into his clenched fist and slowly unfurled his fingers.

Inside was a small square piece of paper, crumpled to be barely legible, but there was the formula. Peter knew that this was what he was looking for, the key to saving Carols' life.

Peter spent an entire day pouring over Dr. Fletcher's notes. The man was pretty good, he had to admit. It seemed that his father, Colonel James Fletcher, had been part of Project: Rebirth, and a close friend to Dr. Erskine. Though Erskine had never written down the Super-Soldier Serum itself, he had written down the components to create the synthetic radiation he used to accelerate the serum's growth in the subject, and had given the formula to the Colonel for safekeeping the night before the experiment on Steve. When Colonel Fletcher died at the hands of the Red Skull, Steve brought his body back to the U.S. for proper burial, and his effects had been passed to his family, including the formula (evidently the army hadn't known what they were looking at, otherwise it never would've ended up in the Fletcher home). Dr. Fletcher had become obsessed with the formula as a boy, and took up science to uncover its mysteries.

To Peter, this was absolutely fascinating. There were roughly four types of ionized radiation occurring naturally that would affect humans in adverse ways: X-Ray, Alpha, Beta, and Gamma. Nearly all of these would be fatal in large doses, or, in the case of Gamma radiation, might turn the individual into a mindless engine of mass destruction. What Erskine had done was essentially create an _anti-_radiation, one that would energize cells rather than destroy them. It was absolutely brilliant. Peter suspected that Erskine might have been on par with Reed if he'd had more modern resources and hadn't been focused on defeating the Nazis.

Taking a sample of his own blood, Peter started to examine his cellular structure against the formula he'd now scribbled into the massive white board on the lab wall. What he found was a near-perfect match. Ignoring the parts of his DNA that were more spider than man, Peter saw the chemical construction of that formula repeated over and over again in his cells. It was clear that the spider that bit him had been juiced with Vita Rays.

His initial observations showed that the bonds holding his DNA together were exponentially stronger than they should have been. It was the reason the spider's venom had altered him rather than torn his cellular structure apart. He was barely able to contain his excitement, and he called Carol to give her the good news.

"Hello," said a man's voice.

"Uh, hi," Peter said, his energy suddenly drained. "Is Carol awake?"

"No, no, she's asleep right now," the man said, and Peter heard the slight creak in the chair that sat next to Carol's bed. "She was up most of the night having some coughing fits, so she's trying to rest now. Who's this?"

Peter felt the plastic buckling beneath his fingers. "Spider-Man," he said.

"Oh, hey, Spidey, it's Simon Williams. Wonder Man," Simon said. "Yeah, Carol told me you were checking this out for her. You got some news? I'd be happy to give her a message once she wakes up."

The steel of his work table was bending under the pressure Peter's fingers were putting on it. "No, thanks, Simon, I was just calling to see how she was doing. I've got to get back to work."

The phone did less clicking than it did cracking, and Peter knew he would have to get a new one. He needed a distraction.

He found one in diving into experiments with the Vita Rays. Now that he knew essentially what they did, all he had to do was find the right amount of radiation to apply so that Carol's DNA structure would be able to heal itself and, if they were lucky, be stronger than ever before.

Unfortunately for all the lab rats Peter ran tests on, even the smallest exposure to the radiation caused eventual cellular deconstruction. Peter couldn't figure it out. Vita Rays were designed to be the anti-radiation, to restore and strengthen cellular membranes, but here they were killing everything with which they came into contact. Peter assumed that the only reason he wasn't affected was because he already was, in a way.

Peter examined the blood of one of the lab rats he'd exposed to the Vita Rays, and found something disturbing. The radiation was indeed performing its intended function, but, after a few minutes, the cells started to burst.

_It's the Vita Rays' own version of radiation sickness. With other forms of radiation exposure, without treatment, cells just start dying. Here, the opposite is true to the same effect. The cells are becoming energized to the point of bursting. And if all your cells burst at once, well,_ Peter looked to the rats that were laying on his table, dissected, _you don't really get up._

He paced about his lab, walking up the walls, crossing the ceiling. _Then why did Steve and I survive?_ He crawled into a dark corner, where a house spider had built a thin web. _It has to have something to do with the Super-Soldier Serum and the spider's venom. Those are the only variables I can't account for._

He felt the spider leave its web and crawl onto his arm. He watched it, in the darkness, attach a web to the underside of his forearm, then swing to the other side of the corner, slowing as the web line reached its apex. _Oh, my God, that's it!_

Peter leaped down from the corner and started sifting through the papers he'd strewn across the lab. _It's damping! The serum and the spider's venom dispersed the radiation energy enough for it to affect our cells without destroying them! _He scraped through page after page, not sure what he was looking for, but knowing he would know it when he saw it. _All I have to do is find something that can dampen the Vita Rays long enough for Carol to absorb the energy!_

The explosion nearly snuck up on him, and had it not been for his Spider-Sense, Peter would have been crushed by a large chunk of his door. As it was, Peter was able to duck beneath his desk and rise on the other side. He was confronted with a sight that he could honestly say he never expected to see.

"Peter Parker," came the metallic, nearly robotic voice beneath the metal mask. "Doom has need of you."


	5. Chapter 5

_**A/N: Hello, again, friends, and welcome to Chapter Five!  
**__**Please don't hesitate to Review, Follow and Favorite! I can't get better without feedback, and I really want to present the best story I can!  
**__**Disclaimer: All characters owned by Marvel**_

**Chapter Five**

Peter's mind started shuffling through all the possible scenarios: Doom had discovered his identity and had Aunt May hostage, Doom was there looking for Spider-Man from the person who always took his photos, Doom wanted Spider-Man and was going to start murdering his way up the line of associates.

"Mr. Parker," Doom said, walking around the rubble of Peter's door and stooping to pick up a sheet of paper. "Doom has need of your scientific acumen."

Not a single one of Peter's options had been that one.

He had to remember to be afraid, which wasn't hard. Doom had tech that could rival Tony's, and his skill with magic put him second or third in line to be Sorcerer Supreme. Not to mention that he was nearly as smart as Reed. And his Spider-Sense was warning him of six Doombots standing guard in the hallway. But still, he had to remember that Peter Parker had never met Dr. Doom before, and Peter Parker needed to be appropriately terrified. "Dr. von Doom," Peter said, forcing a tremble into his voice, "I… I can't imagine what help I could be to you, sir."

Doom laughed, and Peter was surprised to find it sounded human. The dictator was still walking around the lab, picking up pieces of paper. "Doom does not wish to be misunderstood, Mr. Parker," he said, stopping only inches from Peter. "I do not require you, yourself. Only whatever notes you have taken on your latest research."

Peter should've known. The whole world would be at each other's throats to get the information he had now. He was only fortunate that, in his haste to find a cure for Carol, he hadn't written anything down regarding the Vita Rays' effect on cellular and DNA structure. But he knew that Doom would figure it out much faster than he had, if he was allowed to leave with that file. As Peter Parker, however, there wasn't much he could do to stop Doom. He could fight, of course, but that would just show Doom who he was, and then Aunt May would be on a one-way trip through time. "Doctor," Peter said, "The only research I've been doing has been in marketable electronics and tech. Nothing that a scientist of your caliber would be interested in."

A metal hand fell on Peter's shoulder, and Peter saw Doom's eyes widen in surprise when the weight didn't cause him to dip his knees. "Mr. Parker," Doom said, his voice somehow becoming more devoid of humanity, "I wish you to understand that Doom is currently engaging diplomacy." The gauntlet began to close, and Peter was aware that he should be experiencing great pain, so he knelt and tightened his features. "You would not like to be on the receiving end of my more aggressive negotiations."

Spider-Man had seen several of Dr. Doom's "aggressive negotiations." People usually died. "Please, Doctor, I don't have anything of value," Peter said through gritted teeth. Attempting to dissuade Doom was about the only option he had left, but he knew that wouldn't work. Doom obviously knew that the Super-Soldier file was here. The best Peter could hope for was to keep Doom talking, maybe get some useful information out of him.

The metal hand released Peter's shoulder, and he fell to his hands and knees. Doom walked around him and started picking up more pieces of paper. "Indeed? What, then, are these pages? Notes on Captain America. A S.H.I.E.L.D. file on the new Captain Marvel? Medical test results… interesting." Doom shuffled through the pages, flipping through them as a child might flip through a picture book. "It appears Captain Marvel is dying, hmm? Being torn apart by her own genes." He stepped over a piece of rubble, and his cape kicked up concrete dust. Doom grabbed one of the folders and stuffed all the papers inside. "I would love to examine her body," he said, snapping the folder closed.

Fire boiled into Peter's eyes and fingertips, and he rose from the floor, staring at Doom's silhouette in the lab's decimated doorway. "Doctor," he said, his voice shaking.

"Thank you for your cooperation, Mr. Parker," Doom said, turning around and walking out of the lab. His cape billowed behind him, and dust created a cloud that obscured him from Peter's vision.

As Doom walked out of the lab, Peter's boss, Max Modell, ducked inside, his red goatee and ponytail covered in gray dust. "Peter!" he called, waving his arm and coughing. "Peter! Where are you, son?"

The only answer he received was the creaking of an overhead air vent.

**XXXXXX**

Doom stepped out of Horizon Laboratories and into the midday sun, followed by his personal guard of Doombots. New Yorkers averted their gaze or shaded their eyes from the sunlight reflecting off of his armor. The breeze blowing in from the Hudson swirled his cape, and once the onlookers realized who he was, they started running.

He walked over to his floating platform and stuffed the file down into a side compartment. As the device rose, the dictator smiled beneath his metal mask.

And was promptly kicked off the dais, crashing into a tree and breaking several branches.

"Hey, Dr. Doom-and-Gloom," Spider-Man said, landing on top of the platform, "Didn't anyone ever teach you not to take things that don't belong to you?"

The Doombots didn't wait for orders from their master; instead, they started blasting at Spider-Man with green palm-mounted lasers. He back-flipped off the platform and bounced off the ground, firing a web line into one of the robots' faces. Pulling the web, Spider-Man was surprised to find himself flying toward the Doombot, rather than the other way around, but he improvised and planted his hand on the robot's head, sticking to the metal surface, stopping his momentum.

He landed on the ground behind the Doombot just as its comrades started firing more lasers. The metallic skeleton buckled underneath the heat of the green energy, and the lights blinked out of the robot's eyes.

"One down, five to go," Spider-Man said, lifting the metal corpse and hurling it at another Doombot. The sentry dodged and started firing more blasts from its hands.

"Spider-Man!" Doom rose from beneath the broken tree branches, green lightning crackling around his gauntlets. "You will pay dearly for striking Doom!"

"Do you think I could pay in installments?" Spider-Man said, punching another Doombot in the face, ripping the mask away and revealing the machinery underneath. "Because I have been seriously strapped lately." He leaped, dropkicking the robot in the chest, then stuck his feet to the metal and crashed it to the ground. He finished by stomping its face, crushing the head. "And that added security of not having to pay a lump sum would just," Spider-Man clasped his hands together over the spider emblem on his chest as though he were in prayer, just as sparks flew from the robot's shattered head, "It would give me such peace."

Doom roared, and glyphs in his gauntlets began to glow. Spider-Man recognized the effect from when Dr. Strange would cast spells, and leaped out of the way before his Spider-Sense started trying to rip open his skull. A giant stalactite of ice fell out of thin air and landed where Spider-Man had just been standing, further crushing the Doombot beneath it.

Spider-Man stuck to the side of a lamppost. "Ice? Aww, that's so nice of you, Vicky," he said, flipping away as the Doombots fired more lasers at him. "Hey, everybody, free snow cones once the fight's over!"

"Be silent!" Doom yelled, pressing a button in his gauntlet. Suddenly the floating platform came to life, producing several laser cannons that started firing at Spider-Man. Doom walked over to the platform and stepped on. "Doom has little time for your incessant prattling," he said calmly, the dais raising higher into the air.

All of Spider-Man's concentration was now focused on dodging the endless fire. If it weren't for his Spider-Sense, he would have been dead from the beginning. But Doom was getting away with the information he needed to save Carol's life, and he wasn't about to let it go without a fight. "Really? Well, if you only have a little time for me, I sure don't know how you're gonna fit any of my friends into your schedule."

Reaching down to the center of his belt, where he used to keep the Spider-Signal (which seemed like fifty years ago, now), Spider-Man pressed the button he'd installed there.

"Avengers Assemble!" he yelled.

**XXXXXX**

Kicked back in Avengers Tower, Logan sat watching the giant screen. Monitor duty wasn't the best way to spend an afternoon, but at least the damn thing got cable.

Suddenly his show was interrupted as a GPS map of Manhattan appeared on the screen, along with a blinking circular icon of Spider-Man's mask. "Avengers Assemble!" Logan heard Peter call through the sounds of energy blasts.

"What's going on, Webs?" Logan said, standing to get a better look at the screen. The beer bottle he'd been holding fell to the floor. Logan pressed several buttons on the keyboard, patching Peter's Avengers I.D. card to the rest of the team.

"Dr. Doom has stolen some research from Horizon Labs!" Peter said through heavy breaths, and Logan could hear the sound of skin striking metal. "Peter Parker's research!"

Logan growled, his claws aching underneath his skin. Whatever the web-head was working on was supposed to be able to cure Carol. She was a friend, and Logan didn't like it when people threatened his friends. "Don't you worry, bub," he said, reaching behind his head and pulling his mask on, "We're on the way."

Heavy footsteps came from the hallway, and Logan heard hands tightening their grip on leather. "Indeed we are," Thor said, Mjolnir's runes glowing in anticipation, thunder rumbling in the distance.

**XXXXXX**

In the hospital wing of the tower, Carol Danvers was lying in her bed, completely and utterly bored. She'd watched every movie she'd ever loved, several she didn't, and quite a few that, frankly, she hadn't wanted to watch alone. The other Avengers' company was welcome, (well, maybe not Simon so much), especially Jessica, and Logan, and Steve, but they weren't the ones she wanted to see.

She wanted to see Peter.

She wanted to hear more from him than just clinical updates. She wanted to know about more than just how his research was going. Yes, she was grateful that he was working so hard to figure out what was wrong with her, but that didn't mean he couldn't stop by and stuff his face with popcorn and laugh with her at Stantz, Spengler and Venkman.

Then she thought about him, and his life, and how seriously he took his responsibilities, and realized that was exactly what that meant.

Carol ran her fingers through her new short hair and started coughing. She pulled the oxygen mask up to her face and breathed in until the fit stopped. She didn't want to admit it, but she was getting weaker, feeling more and more tired every day. She raised her fist, tried to generate even a glow. Nothing.

_What if Peter figures out a way to cure me, but my powers stay gone? _she thought. _What if I can't be Captain Marvel anymore?_

_What if he doesn't find a way to cure me at all?_

Carol pushed the thought out of her mind. She'd trusted him to look into her illness for a reason. He'd never let her down before, and she didn't expect him to start now.

She thought about it for a minute and realized, other than maybe Steve, Peter was the only man in her life who hadn't ever let her down in some way. Her father and brothers had screwed her over in so many ways she stopped counting long before getting her powers, Michael had been murdered (which technically wasn't him letting her down, but still, he was gone), Mar-Vel had abandoned her, and Simon had been a complete jerk during Osborn's reign (and even more afterward).

And then, there was Peter. Her friend. Someone she could talk to when she wasn't sure what she needed to say. Someone who looked at her like she was a person, rather than just a woman, but saw her as a woman too. Someone who respected her, not for her power, but for her character. And someone she respected for the goodness of his heart, for his willingness to sacrifice. Someone…

_Oh, crap._

Breaking the monotony of the medical machines, her Avengers I.D. card beeped, activating the automatic speakers. "Avengers Assemble!" she heard Peter shout over the sounds of energy weapons. Suddenly her heart was hammering in her chest, and her breathing was more ragged. She had to pull the oxygen mask back up before she started coughing again.

She heard Logan talking to him, heard him mention that Dr. Doom had stolen his research. She heard Logan and Thor tell him they were on their way, heard the thunder in the distance. And she started to worry. Not about the research, not about the fact that if they didn't get it back, she could be dead. No, she realized then that she was worried about him.

Just him.

_Oh, crap._

**_Coming up in Chapter Six: The Avengers vs. Doctor Doom!_**


	6. Chapter 6

_**A/N: Hello again, friends, and welcome to Chapter Six! I hope you enjoy watching Dr. Doom taking on the Avengers! Well, just a few of the Avengers, I'm trying to stay focused on Spidery, for the most part. As usual, please don't hesitate to review, follow, and favorite! I can't get better without feedback! Thanks!**_

_**Disclaimer: All characters owned by Marvel**_

**Chapter Six**

Spider-Man was getting tired. The four remaining Doombots were stepping up their attacks, and he was having trouble finding an opening to switch from defense to offense. He looked up and saw Doom's platform about to clear the rooftops and vanish out of sight.

Until it was struck by lightning.

The platform sparked and exploded, though Doom himself was protected by a force field. Dictators and burning wreckage fell to a rooftop. Spider-Man allowed himself an exhale, but remembered that Doom had placed the stolen files in a compartment in the dais, and stared as Carol's cure went up in smoke. His Spider-Sense kept his body moving, but his brain wasn't in the fight anymore.

He heard the sound of Wolverine's claws, felt the reverberations of the thunder as Mjolnir flew past, and none of it mattered.

He'd failed.

The fire burning on that rooftop was burning away the last shreds of his hope. Carol had put her faith in him, and he'd betrayed her. He wanted to fall, to stop moving. It felt worse than Gwen, in a way. Gwen had never asked for his help, never said, "Spider-Man, save me," in so many words. She was unconscious, and he just hadn't been fast enough. But Carol… she'd put her trust in him, to do the right thing, to get the job done, and he didn't. She was going to die, and it would be his fault.

The last of the Doombots fell, and Thor and Wolverine walked over to him. "We must catch Dr. Doom," Thor said, picking up Wolverine. "Come, Spider-Man. We must make haste!"

The god of thunder flew toward the wreckage, and Spider-Man swung behind, his movements mechanical, automatic. They landed next to the trashed platform, and Thor swirled Mjolnir to create a small wind tunnel, sucking the oxygen away from the flames. Spider-Man pushed past and examined the wreckage, searching for any remnants of the pages. He found the compartment, split in two, the door hanging open, scorch marks marring the metal. That was it, then. They were gone, burned away.

_Wait_, he thought, _there are burn marks on the _inside_ of the door, but no ash, no burning paper flying around us._

"That son of a bitch," Spider-Man said, standing. He turned to his fellow Avengers and looked to Wolverine. "Doom took the pages before the crash. Let's sniff him out, Scooby."

Wolverine smelled the air, let his instincts separate the different scents around him. He filtered out the burning metal, the God-awful smell of the Hudson River, the hot dog vendor three blocks down; finally, he found what he was looking for: burning fabric, the faint hint of oil lubricating moving parts. "This way," he said, taking off on a run across the rooftops. "And just so we're clear, bub," he said, looking to Spider-Man, "If you ever call me that again, I'll gut you myself before we ever find Doom."

Spider-Man smiled as he flipped over an air vent. "Aww," he said, "I was gonna grow a goatee and start calling myself Shaggy. Think about it: Steve could be Fred, Natasha could be Daphne…"

"Maintain focus, comrades," Thor yelled down from above them. "The vile Doctor must not have run far, and Mjolnir would much enjoy striking down such a foe."

Blue light flashed from between two of the buildings and hit Thor, knocking the thunder god out of the sky. "Would it, now?" Doom said, rising from the alleyway, the runes lining his gauntlets glowing with magical power. "Did you think Doom unprepared for your compatriots, Spider-Man?"

With a roar, Thor shot off the ground and charged Doom, who didn't flinch. "For Asgard!" Thor yelled, Mjolnir crackling with lightning as the god of thunder brought it down toward Doom's head.

Just before the hammer struck him, Doom stepped to the side and grabbed the handle with his right hand, then put his left to Thor's face, where he released another flash of blue magic. Thor cried out and fell, his hammer dropping to the roof. Doom remained where he was, Mjolnir laying at his feet. "You haven't even brought anyone worthy of facing me," he said.

Wolverine popped his claws and charged, diving and slashing at Doom. Sparks flew as the adamantium clashed with Doom's reinforced armor, and Wolverine landed a kick that forced Doom to take a step back. Spider-Man leaped into the fray, webbing Doom's feet in place, then striking at the armored face. He worked in tandem with Wolverine, their strikes and swipes and stabs executed with perfection. Both heroes worked on instinct, and their instincts kept them aware of where the other would be.

And none of it mattered.

Doom laughed as he pulled his feet free of the rooftop, and grabbed Wolverine before the mutant could react. "Away with you, dog," Doom said, hurling him off the roof. Spider-Man heard his friend crash into a car six stories below, and knew it would be a few minutes before Wolverine's healing factor had him up and moving again.

"Foul Sorcerer!" Thor shouted as Mjolnir struck Doom in the side, sending the dictator flying.

"And that's a home run for the god of thunder!" Spider-Man said, before Thor dropped to his knees. The god's face was still smoldering, blue smoke trailing away and obscuring his features. "Thor," Spider-Man said, approaching him, "Are you alright? What did Doom do to you?"

Thor shook his head and rubbed at his eyes. "I am uncertain," he said, "It is difficult to see, and I feel disoriented. I fear he may have stuck me with some kind of withering spell, meant to sap my strength."

Creaking metal turned the heroes' heads toward the street, where Wolverine was working his way out of the hood of a Volvo. The mutant pulled a large piece of steel from his liver before popping his claws and scaling the wall. Once he was at the top, Wolverine took a moment to catch his breath before asking, "What are you guys doing? Did we catch Doom?"

Spider-Man smiled. "Nah, but Thor just smacked him into Harlem, so…"

"Then let's go get him," Wolverine said, "Before he wakes up and sic's a Thing-Buster Doombot on us or something."

The Avengers starting moving, but stopped quickly as Thor realized he couldn't fly. This set their pace back some, as Thor wasn't as agile or quick as Spider-Man or Wolverine, but they were still able to cover the distance without difficulty. Doom hadn't flown far, as Thor's body had been weakened by the spell, but as the heroes passed over his trajectory, the dictator was nowhere to be seen. The trio found the crater where he'd landed, but Doom must have maintained consciousness after the fall. Wolverine started sniffing, but was having trouble catching a scent. He was afraid Doom was masking it somehow.

"Hey, guys, need a hand?" came a hollow, metallic, and still somehow cocky voice from the sky.

Spider-Man looked up to see Iron Man floating a few feet above them. "Hell, yes," he said, gesturing for Iron Man to join them on the rooftop. "We need to track down Dr. Doom. We lost his trail here."

Metal clanked on the roof as the Armored Avenger landed, the air humming as his repulsors cooled down. "Straight to the point, Web-Head? That's not normally you're style. Where's the funny?" Iron Man held up his left arm, and a holographic interface hovered over his forearm, into which he pressed several icons.

"Doom has committed a crime most foul," Thor said, still trying to shake off the lingering effects of Doom's magic. "He has stolen the papers that hold the cure for Captain Marvel's ailment!"

Iron Man turned on Spider-Man. "Doom stole yo—Peter Parker's research?" he said, catching himself before revealing Peter's secret identity.

"Yeah, and we need to get it back, so can you make with the scanning already?" Spider-Man replied, bouncing on the balls of his feet. Every moment they stood there jawing was another moment Doom got further away with those files.

With some beeps and clicks, and an internal conversation between Tony and J.A.R.V.I.S., Iron Man pointed to the northwest. "There's a huge mobile energy signature heading in that direction," he said.

Spider-Man followed the trail, thinking of the landmarks he knew so well that were along the route. He cursed when he realized where Doom was going. "Tony, grab Thor. He still can't fly because Doom hit him with a magic whammy," he said before turning to Wolverine. "Logan, buddy, this isn't gonna be comfy, but we need to move fast." Spider-Man picked up his friend and slung the mutant over his shoulder.

"Where's Doom heading, Spidey?" Iron Man asked.

"The Latverian Embassy," he replied. "If he gets there, we're gonna have serious trouble getting to him. It's his soil, it could spark an international incident if we try to take him down there. Not to mention he's got God-knows-what tucked away in that mini-castle waiting for some half-wit superhero to try."

The Avengers flew off the rooftop, making their way toward the energy signature Iron Man had found. They saw it soon enough: a navy blue van, New York plates, nothing out of the ordinary outside of no windows, which was relatively normal for delivery vehicles. Clearly it was something Doom had stolen to facilitate his escape. Iron Man and Thor landed in front of the vehicle, Iron Man stopping its forward momentum with his foot while Mjolnir smashed the engine block. "There's no driver," Iron Man called as Spider-Man and Wolverine landed at the back of the van. "Doom probably rigged some nanites to drive the vehicle along a set GPS route while he sat in the back."

"Then let's end this!" Wolverine said, unsheathing his claws and moving to rip open the back doors.

His Spider-Sense was a few seconds slow on the tingle, probably because he wasn't close enough to be in any real danger. "Logan, stop!" he called, but he was too late. Wolverine stabbed his claws into the metal and was shocked with thousands of volts of electricity. The mutant screamed, but the sound was drowned out in Spider-Man's mind by the sudden and invasive smell of barbeque and a lot of burning hair. Wolverine managed to retract his claws, and his body fell to the street. Spider-Man rushed over to help his friend, and worried that Logan might actually be hurt this time. His skin looked like Deadpool's on any given Sunday, but Peter knew the internal damage had to be much worse because of Logan's adamantium skeleton. For being the hardest substance on Earth, adamantium still conducted electricity. Logan was going to be down for a while.

Thor rushed around to the backside of the van and grabbed the doors, letting the electricity course through him. While it might have put Logan down, all that energy was going to be just the boost the god of thunder needed. Thor ripped the doors off their hinges and raised Mjolnir, ready to strike down Dr. Doom. Instead, the heroes were met with an impressive array of cables, along with enough now-drained power cells to juice a Quinjet for a decade. In the back sat a lone screen with Doom's masked face on it. When Doom saw Spider-Man, he crossed his fingers in front of his face. A live feed, then. "Avengers. An audience with Doom is not so easily earned."

"Where the hell are you, Doom?" Spider-Man asked, venom dripping from his voice.

"In my home, in Latveria. My Castle Doomstadt."

Spider-Man turned to Iron Man. "Tony. Trace the signal. This is a live feed, it's coming from somewhere. He can't have made it back to Eastern Europe."

"You doubt Doom's word? Very well, trace my signal, though you will find Doom does not lie often."

As Tony turned away from the van, talking to J.A.R.V.I.S. again, Spider-Man turned back to the screen. "Why take Parker's research, Doom? What was he working on that's so important to you?"

The image on the screen didn't move an inch, and Peter had to wonder if it had lagged, or if Doom had set it to loop. "The better question is 'Why would I not?'"

Peter had a great answer for this one. It played right into Doom's egomania. "Because he's a nothing. He's a nothing scientist, just some punk kid working in a think tank. What could the great 'Dr. Doom' want with him?" Peter tried to keep the sincerity out of his voice. It didn't work.

"True enough," Doom said, "But the boy does have some talent. Deciphered some interesting facts about Captain Marvel, and, I assume as a result, was given a project with actual worth."

For lack of a more present option, Spider-Man tried to grab Mjolnir from Thor's grasp and hurl it at the screen. Thor held on to the hammer, and instead grabbed his friend by the shoulder.

"I've got him," Iron Man said, turning back to the van. From somewhere on the ground, Wolverine groaned. "He wasn't kidding. He's back in Latveria."

_Goddamn magic._

Peter turned back to the screen. If he could have seen Doom's face, he was sure there would be a smirk on whatever disfigurement loomed underneath. A smirk that Spider-Man desperately wanted to beat out of him. "Doom," he said, "I am going to give you one chance, and once chance only, to magic those papers back here."

In response, Doom held up a set of the papers: Carol's file. The one that wouldn't benefit him in any way. With a glow from his gauntlet, the pages caught fire in his hand. Peter watched as they burned, felt his rage growing with every ounce of ash that flew from Doom's hand.

"God help you when I find you, Doom," he said.

"You had a god with you today, Spider-Man. How did that turn out?" Doom said just before he cut the feed.

Spider-Man felt a metallic hand on his shoulder, but he shoved it off. "Spidey," Tony said, his mask raised. Peter turned around and grabbed the doors Thor had ripped off the van, then threw them into the vehicle, smashing the screen and the empty power cells. With an inhuman roar, Spider-Man then picked up the van and hurled it into the East River.

Peter turned back to his friends. Logan was looking a bit better, some of the skin was healing from the burns, some of his hair was growing back. He picked up the mutant and placed him in Thor's arms, then turned and scaled the nearest building. At the top, he started swinging, his eyes set on Avengers Tower in the distance.


	7. Chapter 7

_**A/N: Hello again, friends, and welcome to Chapter Seven! I hope you are all enjoying reading this story as much as I am writing it! Please don't hesitate to give feedback, follow, and favorite! Thanks in advance!**_

_**Disclaimer: All characters owned by Marvel**_

**Chapter Seven**

Jessica Drew, Natasha Romanoff, and Clint Barton were walking the halls of Avengers Tower when the front door caved in. In an instant, pistols were drawn, arrows were nocked, and venom blasts were charged. The weapons lowered when they saw that the person coming through the doors was Spider-Man.

"Hey, Spidey," Jessica said, "what're you doing here? I figured you'd still be cooped up in your lab."

Peter yanked off his mask and walked past them. The three of them exchanged worried looks. Spider-Man _not _talking? Something was wrong.

They followed him into the common room, where more Avengers were sitting, resting between Earth-shattering events. Cage sat with his wife, watching their daughter play with some toys on the carpet; Iron Fist stood off to the side, half-watching Cage's family, half-engaged in a conversation with Mockingbird; and Cap was sitting at a small table, sipping a cup of coffee.

When Peter saw Steve sitting there, looking like he had not a care in the world, his temper boiled over. "You!" he yelled, charging Cap and slamming him against the wall before Steve had a chance to react. "Where were you?!"

The other Avengers in the room stood in stunned silence, though Clint and Natasha had their weapons drawn again. Cap made a gesture, and they put them down. He could tell Peter was angrier with himself than he was with anyone else.

"Where were any of you?!" Peter turned to the rest of them, lowering Cap to the ground. "I send out the S.O.S., 'Avengers Assemble' and all that, and who comes to help me? Wolverine and Thor. Iron Man showed up there at the end, but I think he might have just been flying by."

"Peter," Steve said, placing his hand on Spider-Man's shoulder. "What happened?"

"Doom! Doom happened!" Peter screamed, throwing Steve's hand away. "He attacked my lab! He stole my research, Steve!"

The rest of the team gasped. They all knew that Peter was working on a cure for Carol. The specifics, however, what he'd found, and what he'd been given, had stayed between Peter and Steve.

Cap stared at him, and Peter could see the wheels turning in his head again. "We should speak about this privately," he said, gesturing for Peter to follow him.

But Peter wasn't about to receive another pep talk. He'd failed, he knew it, and he had no interest in Steve trying to cheer him up or tell him it wasn't his fault. This was something he needed to fix on his own. "No," he said. "You know what? Clearly my presence on this team isn't valued." Just then Thor and Iron Man walked in, carrying a still-unconscious Wolverine. "Thank you, Thor, and Logan, if you can hear me, for answering the call when I needed you. Tony, I'm not sure if you heard me or were just passing by, but thank you too, I guess."

Peter took his Avengers I.D. card out of the small pocket he had on the inside of his costume. "But I'm done," he said, throwing the card on the ground. "I work better on my own anyway." Peter walked away, toward his room in the tower. Several of the other heroes tried to call after him, but Steve ordered them down. Quietly, however, the squeaking of small wheels was heard coming down the opposite hallway. As the figure entered the common room, all of the Avengers, save Cap, were on their feet and nearly shouting, but Steve ordered them down again. "This one needs to happen," he said.

**XXXXXX**

Rummaging through his closet, Peter found what he was looking for: His belt of extra web fluid. It was rare that he wore it into battle anymore, as he'd refined his fluid more and more since his teenage years to last longer, and grant more time before he ran out and had to replace a cartridge. He stood, pulling off the red-and-blues. He stared into the closet for a moment, then grabbed the black suit off the rack. It wasn't the symbiote, he could never go back to that, (though he admitted that the power boost it gave him wouldn't hurt), but there was something about it that made his anger feel like a strength instead of a weakness. The black suit funneled his rage in a more potent direction, let him use it as a weapon. He wanted that, then. He checked his web shooters, made sure they were full, fired a few web lines to ensure they were functioning properly. He pulled the gloves on over them, then put on the belt, and finally the pants and boots. All that was missing was the mask, which he could put on during the walk to the Quinjet he was planning to take whether someone gave him permission or not.

What he didn't expect to see, when he turned to walk out his door, was Carol, standing at her full height, rolling her I.V. along with her.

It was the first time he'd seen her since he started working on her cure, the first time he'd really seen what was happening to her. Her face was drawn, and pale, and the dark circles he'd seen beneath her eyes had now become bags. She looked withered, like a plant that had been left out in the heat without water. But her eyes were still as sharp and blue as ever, and the fire that was there had not diminished; no, in fact, it had grown brighter.

Peter's first reaction was one of concern. "Carol," he said, tossing the black mask aside, "What are you doing? You need to get back in bed, you shouldn't be…"

He was interrupted by her slapping him across the face.

She may not have had the full use of her powers, but damn if that didn't hurt. Why hadn't his Spider-Sense warned him?

"Take it off," she said.

Peter wasn't sure what she was talking about. He assumed she might be exhausted or delirious, or screwed up by whatever medication they were giving her to numb the pain. He reached for her again, to lead her out of the doorway. "Carol, we really need to get you…"

She slapped him again. _Ok, that time there was definitely some super strength in there. What the hell, Spider-Sense?_

"Take it off," she repeated, her voice sterner than before.

Peter looked down at himself, and realized she was talking about his costume. She didn't like his black suit, mostly because she'd been taken over by Venom at one point and had her mind and powers used against her. _But that conversation had yielded some… interesting information, hadn't it?_

After Carol's possession, Venom had told Peter he could sense how she felt about him. He'd assumed it was a trick, Venom trying to get into his head, but then he'd brought it up to her after the fight, and she'd told him what Venom had seen was, quote, "Complicated." It was enough to get him thinking about it, to question how _he_ felt about _her._

He and Carol had never had the best relationship. It wasn't rocky, so to speak; for a relationship to be rocky, two people generally had to be in one of some kind, friendship or otherwise. They knew of each other, of course, had fought on the same side during those end of the world things the Avengers tackled once a month, but they'd never had much one-on-one interaction.

Until the aftermath of the Civil War. Cap was dead, Registration had won, and Carol was leading her own team of Avengers. Spidey and co. in the New Avengers were on the run, trying to help people as much as possible without getting caught by the new authorities. Then the Skrulls invaded, and somehow, in a horrible twist of Parker luck, Norman Osborn came out the other side the B.M.O.C. Carol abandoned the government-sanctioned Avengers when Osborn took over, and came to the New Avengers for shelter. Most of the team remembered how doggedly she'd defended Registration during the Civil War, how she'd been instrumental in hunting down and locking up some of their friends. To say they were less than willing to accept her into their ranks was an understatement. But Peter saw in her genuine repentance, a desire to try to make right what she'd done, and he vouched for her to the rest of the team. "If she screws us over, it's on me," he'd said. "You can kick me out and I'll go take my mask off right in front of J. Jonah Jameson."

They'd become friends after that, finding in common a shared love of science fiction movies and good street vendor food, as well as lives filled with terrible tragedies. Her first love had been murdered by Mystique, his stolen by Norman Osborn. Her mind and powers had been taken by Rogue, he'd been cloned (multiple times) and buried alive while Kraven the Hunter murdered criminals in his costume. She'd been mind-controlled and raped by the time traveler Marcus, then birthed his child in a week, which then grew into Marcus himself. Peter… well, Peter didn't really have anything on that one.

Now he was standing there in front of her, wearing a reminder of yet another time her mind had been taken and used against her. He still wanted to be angry. He wanted to rage against Doom, and the other Avengers, and God; but his guilt overrode his anger, and he turned away from Carol to start pulling off the black costume.

The gloves came first; he threw them into the closet. He detached his web shooters and set them on the end of the bed. Sitting down there, he buried his face in his hands for a second before running them through his hair. "Carol," he said, staring at his feet. "I'm so sorry."

She took a step into the room, the squeak of the tiny wheels on her I.V. echoing in the hall. "For what?"

"Because I let you down," Peter replied, popping up from the bed. He started pacing the room, pinching the bridge of his nose. "You trusted me to find a cure, and instead Dr. Doom steals some of the most important papers in the world from me and I let him get away to Latveria."

Carol took another step toward him. Leaning against the I.V., she reached out with her free hand and raised his chin. "When was the last time you slept?" she asked.

He stood there for a moment, his eyebrows upturned, a small smile on his lips. Her hand was warm on his face, and he felt that warmth radiate through his body. "Don't worry about me," he said, pulling her arm down, "You need to be resting."

"I'll worry about whoever I damn well please, thank you very much," she said, blowing a strand of hair out of her eyes. "And I've been resting enough."

She walked over to the closet, grabbing the spare red-and-blues and laying them out on the bed. "Now," she said, raising her fist, "You either change out of that monstrosity, or I will use every last watt of energy in my body to burn it off of you."

Peter sighed, and Carol turned around, promising not to peek. But she caught glimpses in the mirror, and took in the musculature of his back, his shoulders, his arms. What she eyed the most, however, were the caverns in his body, miniature canyons that marred the landscape of his flesh. Several were small and circular, but most were long and jagged; or tiny and straight, but numerous, the evidence of shrapnel; or the discolored flesh of burns. His arms were worse than his back, and Carol honestly believed the man had more scar tissue on his upper body than he did original skin.

What was worse, she _knew_ those scars shouldn't be there. She'd sparred with him more times than she could remember, and the one thing she was certain of was that the only time he got hit was when he allowed it to happen. Fast as she was, she could never out-strip his Spider-Sense. Which meant that every single one of those scars was a time he'd ignored it to protect someone else.

It broke her heart.

"Peter," she said, looking away from the mirror.

"You peeked, didn't you?" he said. "Ok, just promise not to tell Logan about my Rainbow Dash tattoo. My Brony life is my secret-secret identity."

She laughed, but the laughing made her cough. Peter was at her side in an instant, trying to move her, to get her to stand so they could go back to the medical wing, but she pushed him away. She coughed for a minute more before she regained her composure. Looking at him, she saw he'd pulled the red and blue shirt and pants back on. She put her hand on the spider in the center of his chest. "Peter," she said, "Promise me you won't leave the team." She looked up from the spider to the man. "We need you."

He grabbed her hand with both of his. "No, Carol, they need you. They need somebody who can handle the type of things the Avengers face: alien invasions and angry gods and time travelers." He turned away from her and started putting on his boots. "They don't need someone who faces down Galactus with bad puns."

"That's exactly what they need," she said, turning him back toward her. She pressed her hand agaisnt the spider emblem again, feeling his heartbeat through the costume. "They need _this _Spider-Man, the one who laughs and smiles and reminds them how, even through all the bad they've endured, there's good on the other side. Even if it's just the bad humor of a friend."

He shook his head. "I failed you. You could be dead in the next few days and the only lead I have on a cure is sitting in a dictator's castle. I don't deserve to be here."

"I've never met anyone who deserved it more," she replied.

Peter looked up at her, saw the sincerity in her face. She _believed _in him. Even now, after all of his failures, after failing _her_ in the worst way he could imagine, she was not only supporting him, but encouraging him. She was reminding him that he still had a place, that he was _valued._

Her eyes shone when he looked into them, and she smiled that smile again, the one with one side higher than the other. He loved that smile, not because it reminded him of Gwen, but because he put it there. He loved making her smile.

God, he wanted so much _more._ To say so much more, to do so much more, to _be_ so much more.

His hand covered hers on his chest again. "Carol," he said, grabbing her elbow, pulling her closer to him.

"Hey, Webs," came a call from the hallway. Peter jumped away from Carol like he'd been fired from a gun, and turned to his door to see a blistered and still smelling of barbeque Logan walking into his doorway. "Just wanted to let you know, it was my fault nobody else came," he said. "I accidentally sent the feed from your message to all the I.D. cards in the tower instead of all the cards, period. The only ones who heard your S.O.S. were me, Thor, and Carol." Logan held up Peter's I.D. card. "Just in case you want it back," he said, placing it on the dresser.

Carol and Peter looked at each other as Logan's shuffling footsteps echoed down the hall. She pulled herself up from his bed with her I.V. stand and walked over to his card. Picking it up, she turned back to him and placed it in his hand. "You've never failed me, Peter. I don't expect you to start doing it now."

She started walking down the hall, but Peter scooped her up in his arms and carried her into the common room. The other Avengers were still there, talking amongst themselves. As he walked through, Peter turned his head to them and said, "Owe you guys a big apology, super-sorry, didn't mean to act like a jerk, I'm still on the team, why's everybody groaning, Cap let's have that chat in a minute."

Carol laughed as they walked down the next hall toward medical. "Why are you carrying me around like this?" she asked.

"Simple. I'm your doctor, and I'm recommending you get plenty of rest, drink fluids regularly, and don't over-exert yourself. This includes allowing your favorite Spider-Man to carry you back to your bed."

Carol smiled. "You do know you're not actually a doctor, right?"

"Why do people keep reminding me of that?!"

She laughed and wrapped her arms around his neck. "But thanks for looking out for me," she said.

Peter smiled. "Always."


	8. Chapter 8

_**A/N: Hello again, friends, and welcome to Chapter Eight! Sorry this chapter took a bit longer for me to finish, I wanted to get the feeling of it just right. I hope I accomplished it. As usual, please don't hesitate to comment, review, give feedback, and make suggestions! I want this story to be the best it can be, and only you guys can help me with that! Thanks so much!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Eight**

Peter stepped out of the medical wing, taking one last look through the observation window. Carol was already asleep. He knew she'd never admit it, but smacking him around had worn her out. She was getting worse.

Now that she was back in bed, Peter could feel himself stoking the embers of his fury. He needed to get that data back. He turned on his heel and was about to start back to the common room, but paused when he saw Steve and Jessica walking toward him. "Steve," he said, "I'm sorry about how I acted before, I…"

"Don't worry about it, son," Steve said, clapping a hand on Peter's shoulder. "We all have those ones that get to us."

Peter nodded. "Yeah, I suppose," he said.

Steve gestured back down the hall. "Alright, Avenger, let's get you debriefed."

"Wait," Jessica said, grabbing Peter's wrist.

Peter had nearly forgotten she was standing there. "Hey, Jess," he said, "Carol just fell asleep, if you were planning to head in."

"Thanks, Pete, I think I might just go sit with her for a while," she said. To his surprise, she pulled him close and hugged him, resting her head on his shoulder. "You're going after Doom, right?" she whispered.

He nodded into her black hair.

She moved her lips closer to his ear. "Make the son of a bitch pay," she said. She pulled away from him, gripping both his hands in hers for a second. "For Carol."

Peter nodded his assent, and he had to wonder what kind of expression he was wearing, because Jessica actually looked a little afraid. She let him go to walk into the medical wing, and Peter turned around to follow Steve.

They avoided walking back through the common room, instead walking straight to the meeting room. Once inside, Steve took a seat at the large circular table and gestured for Peter to do the same. Comparisons to the legendary Knights of the Round Table were easy to make, as the Avengers literally met around a giant round table with an impression of the stylized "A" logo in it. Peter took the seat a few chairs down from Steve, so that he was sitting at the six o'clock position while Steve was at nine o'clock.

"How did Doom find out about the file?" Steve asked.

_Ok, straight to the heart of it, then. _"I have no idea, Steve. I've been in the lab for the past week, you know that."

Steve's fingers were interlaced and his arms were resting on the table. Peter could see the muscle in his forearms tightening like construction cables. "And you didn't tell anyone at your work? You didn't tell your Aunt?"

Peter rubbed his eyes. He was so _tired._ "Steve, I didn't tell _Carol_, and it's her life I'm trying to save."

"Dammit," Steve said, rising from his chair. "I'm sorry to grill you like this, Peter. I just have to be sure. Your boss doesn't keep security feeds in the labs?"

Peter shook his head. "Nope. Each lab is completely autonomous. As long as you provide something Horizon can use to turn a profit, they don't care how you do it."

Steve sighed. "That settles it, then. The leak came from somewhere _inside_ S.H.I.E.L.D."

"What do you mean?"

"I mean I have double agent in my organization," Steve said. "One who's working for Doom."

Peter rubbed the back of his head. "Uh, no offense, Cap," he said, "But I'm pretty sure you've got guys working for Hydra, and A.I.M., and anybody else who doesn't like you."

"Of course I do," Steve said, "But at least I know who those agents _are."_

Peter was silent for a long moment. "Come again?" he asked, cocking an eyebrow.

Steve waved a hand at him. "The double agents working for those organizations are sloppy. I've known who they are for quite some time. Most often I feed them false information to give to their superiors. On occasion I've had to give them something small but legitimate that would pan out in their favor, just so their bosses don't think their covers have been blown."

Peter shook his head, trying to clear the cobwebs. "Wait," he said, "You're telling me you keep these guys on the S.H.I.E.L.D. payroll just so you can keep tabs on them?"

"You're missing the point, Peter," Steve said. "The agent working for Doom is actually _good_ at his job. I have no idea how long he's been in place, much less who he is."

Scratching at the stubble on his chin, Peter said, "Can we get back to what this means for our current problem?"

Steve gripped the back of a chair. "It means we have to leave. Soon. Within the hour."

Peter felt adrenaline coursing back through his veins. "Good. I'll go get my gear and meet you upstairs."

Steve grabbed Peter's arm as he tried to leave the room. "Wait. You can't tell anyone that we're leaving or where we're going," he said. He let go of Peter and crossed his arms over his chest. "The rest of the team assumes we're going after Doom anyway, but they don't know that we're leaving right now. I don't know how far up the chain his mole has access, nor whether he's tapped into the Avengers' communications."

Peter raised his eyebrows.

"Once we're gone, we're going to have be radio silent with the rest of the team," Steve said. "No cavalry. We can't risk Doom's agent learning vital information or alerting Doom to our presence. Obviously we're just hoping to get in, get the data, and get out, but I don't see things going that way."

Peter crossed his arms. "Ok," he said. "You and me," he pointed at Cap, then himself.

"You and me," Steve repeated.

"On our own," Peter said.

"On our own," Steve repeated again.

"Busting into Castle Doom and getting Carol's cure back," Peter said, taking a step toward Steve.

Cap held up his arm, his hand cupped but open. "Damn right," he said.

The popping sound echoed in the meeting room as Peter clasped Steve's hand. "Let's do it."

**XXXXXX**

Half an hour later, Peter and Steve were both in their red and blues, meeting outside the Quinjet hanger. Steve had the shield strapped to his back, as well as his belt of extra munitions. Peter had put on his belt of extra web cartridges, as well as checking the spares in the web shooters to make sure they were full.

Standing outside the door, Steve said, "Are you ready?"

Peter was holding his mask in his hands. "Absolutely."

Steve nodded in the direction he'd come down the hallway. "You sure you don't wanna check in one more time? Medical's just down the hall. I've got to flight check the Quinjet before we can leave anyway."

Peter looked down at the blank lenses of his mask. His thumbs rubbed the stretchy red material. "No, I'm ok. You said we shouldn't tell anybody we were leaving."

A gloved hand fell on Peter's shoulder. "Peter," Steve said, "You won't be able to get any updates on her condition once we're gone." Steve pulled on Peter's arm, forcing him down the hallway. "Go check on her."

His footsteps were silent going down the hall, but they were slow. Peter wasn't sure about this. Taking on Doom with just Cap as backup? No problem. Talking to Carol one last time before leaving? He'd rather try to crawl up a water spout.

He looked through the observation window and saw that she was still sleeping. The darkness in the room was thick, almost seeming to creep up the walls, but the soft glow of the machines illuminated her as she lay in bed. Stepping through the door, he found his grip on his mask had tightened, almost to the point where he could crack the lenses. He set the red material on the table next to her bed and sat down in the chair. He rested his elbows on his knees, his chin on his entwined fingers. After a few minutes of just looking at her, he sighed. "They say that people in comas can still hear when their friends and family talk to them. I don't know if that applies to sleeping people, but I'm actually kind of hoping it doesn't." He reached his hand forward, brushing a strand of short blond hair out of her face. "Because I don't think I would stop stammering long enough to say this to you when you're awake."

Her breathing was steady, and Peter could see her eyes rapidly moving back and forth beneath the lids. She was dreaming.

"Carol," he said. "I've never known a woman like you. Sure, I've met plenty of strong women, but not many who were also selfless, and kind, and loyal, and so marvelously beautiful, inside and out."

He rubbed the back of his neck. "I'm… in awe of you. All the time. You inspire me, make me want to be a better hero, a better person. Your friendship has meant more to me than I can ever put into words. And that friendship," he paused, sighing. He'd said so much already, why was the rest so much harder? "Is why I will never tell you how drawn I am to you." He reached out and took her hand in his, careful of the I.V. tube. "How much I want to hold your hand, to make you laugh and smile. How much I want to be the first person you think of when you wake in the morning and the face clouding your memories as you drift off to sleep."

Peter pinched the bridge of his nose and sniffed. "My life has been filled with a lot of dark," he said. "And in that dark there have been very few bright lights. But the biggest and brightest of those has been you, Carol. And I can't thank you enough."

He stood from the chair and grabbed his mask. Leaning down, he planted a small kiss on her forehead, then rested his brow against hers. "I will save you," he said. "I don't care if Doom brings every bastard version of himself from every bastard dimension he can think of, I will get that cure back and I will save you."

Turning, Peter slowly walked out of the room, each breath racking his body from nerves. The further he got from the medical wing, the less it affected him, but the energy, the adrenaline was still there. _Well, at least I can admit it to myself._

Back in Carol's room, Jessica Drew sat in the shadowy corner, her hand over her mouth. She'd been resting there, in the dark, waiting for Carol to wake up, and had dozed off, but Peter's voice woke her. She would've liked to tell herself she couldn't believe what she'd just heard, but she absolutely could. She'd seen the way Peter would look at her best friend, seen how his eyes would rest on her face, or her hair, and how he'd get that stupid grin every time he saw her. What she couldn't believe was that he didn't know how much Carol would have loved to hear what he'd said. Because even if Carol didn't know it, or wouldn't admit it, Jessica knew how Carol felt about Peter. She saw it in how Carol would watch him when no one else was looking, or in how Carol would slowly gravitate in his direction whenever they were in the same room (sometimes literally: Jessica had seen Carol absentmindedly floating toward Peter on more than one occasion). She heard it in the way Carol would laugh with him like she'd never laughed before, watched as Peter broke through (or perhaps climbed over?) walls Carol had had in place for years.

Jessica knew that Carol Danvers had real, powerful feelings for Peter Parker.

And she was terrified that it would take him dying for Carol to see it.

**XXXXXX**

Peter stepped up the ramp and into the Quinjet. Steve was already in the pilot's seat, his headset on, flipping seemingly random switches and turning knobs. Taking the right seat in the cockpit, Peter put the other headset on and turned to Steve. "Is everything good to go?" he asked.

"I'm ready," Steve replied, looking at Peter. "Are you?"

Peter wasn't sure. He didn't like leaving Carol like this. But he thought about her lying in that hospital bed, her own cells slowly eating away at her. And he thought about Doom, sitting in his castle, holding her only hope hostage. His hands tightened into fists, and his knuckles popped. "Hell yes," he said.

Steve ramped up the engines, and the Quinjet's vertical takeoff lifted the craft into the air. "We're gonna be in trouble once we're outta here," Steve said. "I didn't file a flight plan or log out the plane, so as far as Tony is going to know, somebody hacked the system and is stealing a jet."

Peter cracked a smile. "I guess we should move fast then," he said. "After all, we've got a doctor's appointment to keep, and everybody knows how doctors just _hate _for people to show up late. Or incinerated."

Cap smiled, and piloted the jet out into the open air. Twin cannons appeared in the side of the tower, and Tony's automated voice came over the radio. "You are not authorized to use this equipment," he said. "You have one chance to return it to its rightful place and surrender."

Peter looked right and saw the cannons were already charging their first shots. He looked back to Steve, who had one eyebrow raised in question. "Punch it, Chewie," Peter said.

Cap pushed the throttle forward, and the Quinjet blasted away from the tower, blue repulsor beams shooting past it. Peter felt an insane urge to shout and pump his arms in the air, but he kept it contained.

"Ok," Steve said, once they were out of the turrets' range. "We should be relatively in the clear now, assuming that Tony doesn't suit up and chase us down."

"Relatively?" Peter asked.

"They may scramble some F-16's to shoot us down," Steve said, pulling a candy bar out of one of his belt pouches. He opened the wrapper and took a bite. "But the Quinjet's much faster, I'm sure we could outrun them."

Steve extended his arm, offering Peter a bite of his candy bar. "No thanks, Cap," Peter said, holding up his hand. "If you don't mind, I think I'm gonna try to get some sleep. How long is the flight to Latveria?"

Cap checked the GPS. "About six hours," he said.

The chair creaked a bit as Peter leaned it back, setting his mask on top of his face for shade. "Sounds good to me," he said.


	9. Chapter 9

_**A/N: Hello, again, friends, and welcome to Chapter Nine! Things are about to heat up for Cap and Spidery! Thanks so much for all the support, and please don't hesitate to review!**_

**Chapter Nine**

Three hours into his nap, Peter snapped up in his seat.

"Peter?" Cap asked. "You alright?"

Bending down, Peter picked his mask up from the floor. "Yeah," he said. "Guess I'm just a little hyped."

Steve smiled. "If it weren't for how much time you've been spending in your lab, I'd be surprised you could sleep at all," he said. His eyes were distant as he looked into the back, at the Quinjet's empty seats. "I remember how Bucky and I used to be before missions. Sitting in the back of the plane, about to jump out and take on Hitler's forces. Bucky had so much energy before a battle I sometimes thought he would start sparking."

"Then he got that metal arm and you actually had to watch out for it," Peter said, smiling. Steve's expression darkened for a second. Peter had forgotten how much Steve blamed himself for Bucky being turned into the Winter Soldier. "Sorry, Cap," he said.

Steve flipped a few switches above his head. "Don't worry about it," he said.

Feeling a sudden need to stretch his limbs, Peter unbuckled his seat belt and walked into the back of the plane. He found his favorite seat, near the back, the one that had the window that always let him see Carol as she flew beside them. He bent down and looked out, the black expanse of the Atlantic spread out beneath them. "Cap," he said, "I know what _I'm_ doing here. But why did you want to come?"

Steve waved for Peter to come back up to the cockpit. "Well, for one thing," he said as Peter sat back down in the right seat, "You needed somebody who could fly the damn plane."

Peter laughed. Captain America just cracked a _joke?_ Oh, God, they _were _about to die. "I'm pretty sure Mephisto is experiencing his first snowfall right about now," he said. "But seriously, wouldn't Natasha or Clint have been a better choice? Again, not that I'm doubting your awesomeness, but we're both kind of dressed in bright red and blue, here."

Steve kept his eyes forward, both of his hands on the yoke. "What Doom took," he said, "Is very personal to me. People trying to recreate me have caused some of the greatest tragedies this world has ever seen."

"Thanks," Peter said.

Steve turned his head and saw that Peter was smiling. "A lot of good, too, but far more damage," he said. "In Doom's hands, that formula could finally give him the army he needs to attack any country that offends him, including the United States."

Peter looked down at his feet. "So it's just a duty thing, then?" he asked. "Gotta protect the good ol' U.S. of A.?"

"Yes, it's about duty," Steve said. "Duty to my friends: to you, and to Carol. Duty to Abraham, who believed in me all those years ago, that I would treat the power he was giving me with respect, and use it responsibly. And duty to myself, to prevent that which made me the man I am from being corrupted and used by blooded hands for bloody ends."

Silence fell between them as Peter considered Steve's words. In comparison, Peter felt like he was there for all the wrong reasons. He was angry that Doom had stolen his research, furious that Doom's actions had put Carol's life in further jeopardy. He was there to try to get her only chance for a cure back, yes, but more than anything he was _hoping _for the chance to smash Doom's face into the ground. Spider-Man wasn't there to bring justice; he was there to bring _punishment._

Peter looked down to make sure there wasn't a skull on his chest.

"So, when you said you knew what you were doing here, what did you mean?" Steve asked.

Peter didn't want to answer that question, not now. "Well, I just kind of figured out that my reasons for being here aren't quite as noble as yours, so…"

Steve smiled. "Peter, I don't blame you for feeling angry. If we have to fight Doom, I wouldn't mind you letting some of that anger out on his face. Just remember that we're not _looking _for the fight, ok?"

Peter sighed. "Sure thing, Cap," he said.

Steve looked at his friend. "Try to get some more rest, Peter," he said. "I'll let you know once we get over the landing zone."

Peter leaned the chair back again, throwing his forearm over his eyes. As he drifted off, Peter thought of his uncle, and wondered if Ben would forgive him.

**XXXXXX**

"He did what?!"

Carol hadn't slept long. She couldn't. She knew that Peter was going to go do something stupid, like trying to take Doom on by himself. What she hadn't expected was that he'd leave so soon after their talk, or that he would rope Steve into his crazy scheme.

"They," Tony said, "_They_ essentially stole one of our Quinjets. And, I'm assuming, are currently flying it into Latveria."

She really, _really_ wished she had some level of power going right then. Just so she could take out her frustrations on the wall. "Why are you assuming, Tony? Did they not file a flight plan?"

"Nope."

"But the question is 'why?'" Natasha said. "Why didn't they log out the plane? Steve knows the procedures, and he's not usually one to shirk the rules."

Her hospital room was getting crowded. Jess was standing in the corner, Tony and Natasha were at her side, and Logan was standing at the door, his face still looking a bit blistered from the day before. "We've been trying to raise 'em on the radio, too," Logan said, "But we're just getting static. It's either jammed…"

"Or they've shut it off," Tony finished.

The decision to include Carol in the conversation had been Jessica's. The others hadn't wanted to stress her further, but once they started talking, Jess assured them that Carol would want to be kept in the loop. "You know once she's better she's gonna kick every ass in this building that decided she didn't need to know something," Jess had said.

"The only reason to do what they did is if they're trying to hide," Natasha said. "But why would they be trying to hide from us?"

Jess stepped closer to the group. "What if it's not us?" she asked. "I know for a fact that Hydra's got people inside S.H.I.E.L.D. What if Doom's got people too? What if they're trying to hide from Doom's eyes?"

Tony shook his head. "That would make sense, but Doom's got to know they're coming," he said. "The way Spidey was acting, Doom knows Pete's gunning for him."

"But he won't know when," Natasha said. "He may be expecting us to take more time to prepare before storming his castle."

Logan walked over from the door, standing between Tony and Natasha. "Or expecting some of our strongest, probably me an' Thor again too."

All of which told Carol that Peter and Steve were woefully unprepared for the death trap they were walking into.

Carol was starting to sweat. She was feeling stifled. Confined. There were too many people, too much going on around her. She needed to clear her head. She needed the sky.

"Guys," she said. "Out. Please. I just," she paused, breathing in heavily. "I need a few minutes, ok?"

The Avengers looked at her, nodded, and started for the door. Carol grabbed Jess's wrist as she walked past. "Not you," she said. Jess rolled her eyes, but stayed in the room.

"What's wrong?" Jess asked.

"Help me up," Carol said, pushing herself up on her elbow.

Jess grabbed her friend's other arm and pulled. Carol rested on the edge of the bed for a moment, then stood. Her legs were wobbly at first, but she found them after a few seconds. She walked over to the wardrobe that rested in the corner alcove, hidden away from the observation window. She opened the doors and saw her Captain Marvel costume, hanging there since Peter had brought her in. Her fingertips grazed the fabric, and found a few slivers of glass from where he'd taken the fall into a windshield for her. She picked up the hanger.

"What the hell do you think you're doing?" Jessica asked.

"I'm going to help," she said, trying to tug the hospital gown off herself. The cotton cloth tangled itself in the plastic tubes in Carol's body, and she started trying to rip them out.

Jessica ran over and grabbed her arms. "Carol, stop!" she said, trying desperately to keep her friend from shaking free of her grip. "Carol, you don't have any power right now, you can't do anything for them!"

Carol's knees buckled, and she fell to the floor. For a moment, the only sound in the room was the rapid beeping of the heart monitor.

She slammed her fist into the wardrobe, leaving only a small dent in the wood. "I hate this," Carol said. "Feeling powerless. Helpless. It's not who I am."

"I know," Jess said, sitting down next to her.

Carol looked up at her costume. "I took up the mantle because I wanted to honor someone who'd been a hero throughout the universe. Not just to me personally, but to everyone. Mar-Vell saved millions of people that he'd never even seen." Carol turned to Jess, her eyes bloodshot and tired. "How can I deserve this when I can't even do anything to help my friends?"

Jess pulled her close, and Carol rested her head on Jess's shoulder.

**XXXXXX**

The Quinjet whined as Peter opened his eyes again. He could feel the subtle vertigo as the plane started to descend, and he looked out the window to see the summits of the Alps passing beneath and around them. His mask had fallen to the floor again, and as he reached down to get it, the plane jumped, slamming the back of head into the console.

"Oh, good, you're awake," Steve said, flipping some switches before pulling back on the throttle.

Peter rubbed the back of his head. "Well, I am now," he said. "Are we there yet?"

Steve smiled at him for a moment. "Nearly. We'll have to touch down on the other side of this range, and hope that Doom's patrols can't detect the Quinjet through the cloak."

"Are we hoofing it to Doomstadt?" Peter asked. "Because I left my Spidey-Hiking boots in my other costume."

A clearing opened up at the edge of the mountains, and Peter felt gravity letting go of him as the VTOL engines took over and started lowering the Quinjet to the earth.

"We don't really have a better option," Steve said, his eyes focused outside the windshield. "This is the only exit strategy we have. Whether we end up fighting Doom or not, this Quinjet has to stay safe in order for us to get back to New York."

The plane touched down between the mountains, and the engines whined as Steve powered them down. Peter pulled on his mask, then grabbed the headrest and back-flipped over the seat. Steve stepped out of the cockpit, strapping the shield onto his back and pulling his winged mask over his eyes. "Are you ready?" he asked.

"You've asked me that question, like, eighty-five times," Spider-Man said, opening the door, letting the pale gray light of the overcast late afternoon shine into the aircraft. "I'm pretty sure that if I'm not ready now, we're kinda boned."

Cap shook his head and walked out into the grass, Spider-Man following close behind. Pressing a button on a remote he'd pulled from his belt, Cap watched as the Quinjet shimmered, then disappeared from view entirely. "Neat trick," Spider-Man said, "But can it tell why kids love Cinnamon Toast Crunch?"

Twenty minutes later they crested the top of a hill, and Doomstadt rested in the valley below them, with Castle Doom looming over a village that was miniscule in comparison. "I wonder if Vicky's compensating for something," Spider-Man said. They hiked further down the hill, circumnavigating the town, and prepared to approach the castle from the south.

His Spider-Sense gave not a vibration as Peter touched the outer wall of the castle. There should have been _some_ danger, at least, something that would cause a slight tremor, even if they were still undiscovered. Steve came up right behind him, now armed with the shield. "What's wrong?" Cap asked.

"Nothing," Spider-Man replied. "Literally, nothing. No tingles. I don't like it. Makes my nose twitch."

Cap thought for a second, then shook his head. "It's not like we really have a choice, now," he said. "Let's get inside, we can figure out more from there."

"You're the boss," Spider-Man said, climbing the wall to the window. He lowered a web line once he reached the sill, and Cap followed him up. As soon as they entered the castle, the darkness pressed down on them, and a few moments passed before their eyes adjusted to the dim lighting. Spider-Man leapt to the ceiling, electing to stay in the shadows, as Cap walked down the corridor, his shield at the ready.

They were met with no sound, no sentries. It was as if the castle and everyone in it had vanished. As they came to the end of the hall, Spider-Man crawled through the archway leading into a convergence of several passages. He scaled the domed ceiling, taking in the room before signaling Cap that it was clear.

"I feel like we're in an old radio show," Spider-Man said, dropping down to stand next to Cap. "Don't say it," he continued, noticing how Steve's face lit up. He looked around the chamber again, his voice echoing through the high-ceilinged, stone building. "I figured there'd be Doombots and statues and stuff everywhere."

Steve looked around the room. "Multiple passages," he said, his voice distant. "We should probably split up, cover more ground. Clear a passage, meet back here, move onto the next one. If the corridor leads somewhere, don't take it all the way through, wait for me."

"You think we're in a trap?" Spider-Man asked.

"I know we're in a trap," Cap replied. "The question now is just when and where Doom is going spring it."


	10. Chapter 10

_**A/N: Hey, guys, and welcome to Chapter Ten! Sorry this took so long to post, I was busy with Thanksgiving. Anyway, please read and review, as it helps me immensely! Thanks for the support!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Ten**

The first corridor Spider-Man crawled down was empty. So was the second. They were also complete dead ends. He smacked his fist into the ceiling, knocking free some of stone. _Owww…_ He shook his wrist to ease some of the stinging, then swung back into the central chamber. As he approached, Spider-Man heard the sounds of vibranium humming through the air, striking metal and rock.

"Ah, finally," he said, swinging down the passage Steve had taken. "You're playing my song, Cap!"

When he arrived at the end of the hall, Spider-Man found Captain America surrounded by the scrap remains of six Doombots, who appeared to have been guarding a terminal set into the curve of the wall. "Bad guys!" Spider-Man said, plopping down next to Cap. "Perfect! That means we're going the right way."

Cap dropped the metal arm he was holding and turned around. "What?"

"You know, it's like when you're raiding a dungeon," Spider-Man said, tip-toeing over the broken robots. "You're lost, then you find some bad guys. Bad guys mean you're going in the right direction."

The look he received told Peter that Steve might actually be concerned for his sanity.

"Never mind," Spider-Man said, turning to face the wall terminal. "So, the Doombots were guarding this thing?" he asked. "Did they set off any alarms or anything?"

"Not that I heard," Cap replied, turning to the computer.

Spider-Man's fingers started flying across the keys. "That doesn't mean they didn't have some kind of internal wireless network," he said. "But if they were guarding this thing, that must mean Doom didn't want us to get to it, right?"

Cap shook his head. "Think about it. Everything is empty until we find it. Just enough guards to maybe keep us from being suspicious, but not enough that would actually be protecting vital information. No, Doom wanted us to find this. It's part of the trap."

Spider-Man nodded, focusing his attention back on the screen. "Well, just because he wanted us to find the computer doesn't mean he wanted us to have all the information that's on it," he said. "So let's see what the easiest thing for me to find is…" he pushed one more button and a video feed appeared on the screen, showing a Doombot walking into what looked like a basement dungeon, carrying the files Doom had stolen. Webbed gloves pulled into fists as Peter looked at those papers, and fire burned behind his ribcage.

A hand fell on his shoulder, and Spider-Man shook his head, clearing it. "Ok," he said, stepping back up to the computer. "Let's do a little bit more digging." The clicking gained tempo as Peter worked his magic, fighting past Doom's firewalls. After a few minutes, and more than a few grunts of frustration from Spider-Man, he howled in triumph. "And," he said, lifting his thumb with a flourish, "Boom goes the dynamite."

The screen lit up with information, and Peter's mind was racing trying to remember it all. They saw maps, layouts of the building, plans for new inventions; it was too much. But the piece that stuck with them was the final one: a camera in the castle's throne room, where Doom sat in exactly the same position he had been before. He was staring straight at them, and the camera was of a high enough quality that Peter could see eyes behind the metal mask: real, human eyes. This would not be like the other times he'd faced Doom here. This was not a Doombot taking its master's place.

Doom raised a hand, his palm upturned, and the light glinted off the armor as two fingers told them to come to him. Then the screen died.

"And now the image of Doom giving me the 'come hither' is forever burned into the terror center of my brain," Spider-Man said, shaking his head. "I guess that means the element of surprise is gone."

Steve rubbed his chin. "Maybe not," he said. "He might only be expecting you."

"Me?" Peter said, his hand over the spider on his chest like a Southern belle. "Why little ol' me?"  
"You threatened him," Steve replied. "Something about 'God help you,' and tossing his van in the East River?"

Spider-Man scoffed. "Oh, no, his insurance premiums," he said. "But you might have a point. What should we do?"

"Well," Cap said. "If he's only expecting you, then he'll probably assume you'll go for the direct confrontation. Hence him challenging you on the screen. Most likely the Doombot carrying the papers was a fake. Doom _intended _for you to dig deeper into the computer."

"And I would figure that Doom was keeping the pages himself," Spider-Man said. "But what if that's a red herring, too? What if the robot _did _have the files?"

Steve was still for a moment. "Then let's give him what he wants," he said finally. "Just backwards."

Beneath the mask, Peter cocked an eyebrow. "Whatchoo talkin' 'bout, Captain?"

Cap sighed and shook his head. "We'll split up," he said. "I'll head to the throne room and keep Doom occupied, you go find that Doombot and look for the pages. That'll cover all the bases."

They started heading further down the corridor, Spider-Man on the ceiling above Cap's head. "Are you sure you wanna take Doom on by yourself?" Peter said.

Steve looked up at Spider-Man, his eyes narrowed.

"Never mind," Peter said, crawling through the open door at the end of the hall.

They came to another convergence of corridors, with several that branched off in separate directions, and one each with stairs going up and down. The large chamber was again empty, though this time there was a large statue of Doctor Doom standing in the middle of the room, his arms crossed over his chest, his right foot pressing down on a sphere that looked suspiciously like a planet Earth.

"Well, in my experience," Spider-Man said, lowering himself on a web-line to be upside down and eye-level with Cap, "Dungeon-type rooms are usually down. Y'know, in the dungeon."

Steve looked skeptical. "Are you sure about that?"

"The only thing I'm sure about is Doom's body odor," Peter said, waving a hand in front of his mask. "It's seeping through the stones in here." He grabbed his shirt and pulled it up to his nose. "Or did I forget to wash this suit after that Lizard thing a few weeks ago?"

Cap groaned. "Spider-Man…"

"Yes, I'm sure," Peter said, flipping onto the ground. "I saw a map on the screen. Dungeon is down. Throne room is up."

Steve pulled the shield off his back and set it onto his forearm. The air around them felt heavy, almost like it was about to rain. "Ok, remember the plan," Steve said. "I'll keep Doom occupied while you check the basement. Find those papers, and we'll get out of here."

"You got it," Spider-Man said, swinging over to the down stairs. He waited on the ceiling for a minute, watching Steve run up the other staircase without hesitation. "Okay, Spidey," he said. "The enemy's gate is down."

**XXXXXX**

Steve walked up the staircase, moving slowly. He didn't want to be caught off guard in such a small space. Fighting in a circular stairwell wouldn't leave him with many options. His caution was unwarranted, however, as he exited into what appeared to be the main entryway into the castle. He remembered being here before, but at the time Castle Doom had been remodeled into a more modern home for a head of state. Once Doom had returned to power, he'd restored the building's original layout and medieval appearance, though Steve was sure that every inch of the building was laced with Von Doom's technological upgrades.

The main hall itself was as empty as the lower levels had been, though stone Doom statues stood before each of the columns that lined the room. The castle reminded him of the times he'd been to Asgard, the high ceilings and torchlight. Large wooden doors sat at the end of the hall, and Steve could see light cracking through the bottom.

Cap walked forward and pushed them open.

The creaking echoed in the stone room, where the only other sound was the crackling of the torches. Doctor Doom sat in his throne on a raised dais at the back of the room, the intricate carving of the wood rising behind his head and around his shoulders like horns jutting out of a great demon. His elbows sat on the armrests, and his fingers were interlaced before his chin. "Good evening, Captain," he said.

Steve walked into the chamber, and after a few seconds heard the echo of the massive doors shutting behind him. He quickly took in the remainder of the room. There were no windows, and the only other doors were in the corners behind the throne. More columns lined the two sides of the long corridor leading up to the dais, each with a torch set into it. The light of the flames glinting off Doom's armor, combined with the flickering shadows, gave the villain an image of being only half-there.

Stopping halfway between the door and the throne, Cap kept his shield on his arm. "Doom," he said.

The dictator motioned to Cap with his right hand. "It was kind of you to come to me yourself," he said. "I hope that the rest of our evening may transpire without bloodshed, however unlikely that might be."

"I'm actually a little insulted by the lack of welcoming party," Cap said.

Doom waved a hand at him. "They will soon be otherwise occupied," he said. "After all, you are Doom's guest. And I require you as unharmed as possible."

Cap straightened his back a bit in surprise. "You were expecting _me_?" he asked.

"Of course," Doom replied, standing from his throne and slowly walking down the stairs. "Doom knows what he took, Captain. It is who you are. You would need to be the one to retrieve it."

"And no one else?"

Doom scoffed as he reached the bottom of the stairs. "Oh, Captain," he said, "I was prepared for the Avengers. A team with you, and a second downstairs." Doom stepped closer to Cap, and stared down at the hero. "And as Doom is as yet unable to maintain a physical presence in multiple locations simultaneously," he continued, "I was forced to take additional security measures."

Steve took a step back from Doom, and felt a bead of sweat dripping beneath his mask. He knew he should try to raise Peter on the radio, but it wouldn't matter. He was afraid that they had stepped into something far over their heads, that their goals had been whittled down to the essential "Survival."

"As it is," Doom said, "You have simply made it far easier to capture you, Captain."

**XXXXXX**

Spider-Man stood in front of what had to be the thickest and most ridiculous door he'd ever seen in his life. Especially considering that it was in the dungeon of a medieval castle. "That is a really big door," he said, hopping over to the console that sat next it. The clacking of the keys beneath his fingers was familiar, something to take his mind off the fact that his Spider-Sense was blaring like he was standing in a five-alarm fire. He wasn't great with computers, but he was competent enough to get past the nearly nonexistent firewalls Doom had placed on the door. He couldn't shake the feeling that it was all too easy. _He's letting us in._

Still, he smiled beneath the mask with each piston he heard shoot back into the wall. The thought that with each one he was getting closer to Carol's cure reassured him. _Even if it's not in here, I just have to smash up some robots, then go help Cap with Doom and find out where he put the files._

The last lock snapped back into the wall, and the door started to swing outward, the sections of massive steel becoming thinner and thinner as Peter looked at them. It was like a bank vault door, except three times bigger in every dimension. As soon as the door was fully open, Peter's Spider-Sense felt like the fire went from five alarms to five thousand, and he nearly fell to the ground from sensation.

Spider-Man looked up, trying to get a handle on his bearings, and saw into the room before him. "Oh, hell," he said.

**XXXXXX**

Jessica walked down the hallway toward the medical wing. She knew Carol wasn't happy with her situation. Hell, if the roles had been switched, Jessica was sure she would've snuck out by day three. But she really wished her best friend would understand how bad off things really were. Tony had done some checking, and the situation with Carol's DNA was getting worse. Her powers were still flipping on and off, with more frequency, and Tony took that as a bad sign. He was considering calling Reed in to hopefully find some way of putting her in stasis while they figured out what to do. Jessica was actually on her way down to Carol's room to see if she was awake, so they could talk about the options.

The doors hissed as Jessica walked in, and she opened her mouth to start speaking, but was stopped dead for a second. She couldn't move, couldn't breathe, couldn't think; she was fairly certain that her heart had stopped beating. She ran over to the wall and smashed in the button for the intercom. "Tony!" she screamed, hoping the broken button didn't mean the com didn't work. "Tony! Get down here, now!"


	11. Chapter 11

_**A/N: Hello again, friends, and welcome to Chapter Eleven! Thank you so much for reading and supporting this series, it means so much to me! Please read and review, as it helps me know if you like how the story is turning out. Thanks again!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Eleven**

"I don't think you'll find capturing me so easy, Doom!" Cap said, hurling the shield at Doom's face. The vibranium made a satisfying sound as it bounced off the metal mask, and Doom reeled from the force of the impact. Instinctively, Steve ran to where the shield would be coming down after flying up and away from Doom. However, the Doom statues that lined the columns began to activate, their eyes glowing and crackling with sinister green energy.

Beams started firing from the statues, and Cap dodged what he could, blocked what he couldn't, and reflected several blasts into other statues, destroying the heads. Doom roared, rising from the floor, and started firing energy from his gauntlets. "Captain," he said, "This resistance is futile."

"You're kidding, right?" Cap said, blocking another blast. "Even _I_ know you shouldn't have said that." He kept looking for an opening, somewhere that he could go on the offensive, but there were too many things shooting at him. It was all he could do to keep the shield moving; the few times he'd managed to reflect a shot into another statue felt more like luck than an actual plan.

Ducking behind the columns, Cap tried to give himself some breathing room. He was starting to understand why Bucky always carried a gun. The statues couldn't reach him there, but Doom appeared around the corner, one hand raised to fire another blast from his gauntlet, the other glowing with blue sigils. Cap knew from experience with Doctor Strange that the sigils meant some magic was in the works. Most likely, Doom expected him to deflect the energy beam with his shield, but the force would push him back into a binding spell. So, just as Doom fired, Cap jumped to the side and flung the shield again, striking Doom's wrist and shattering the tech beneath.

Reflexively, Doom pulled his arm back, leaving Cap with another opening. Rushing forward, Steve grabbed the shield out of midair and smashed it across Doom's face, feeling the vibranium reverb in his hands. Doom fell to his back, and Cap landed atop him, the shield raised to bash the villain in the face again; instead, Steve was thrown to the side and into the wall, creating a crater in the stone. They'd fallen within range of a statue, which had blasted Steve off of its master. He could already feel the skin on his back blistering from the heat. He tried to pull himself free of the wall, but Doom was up before he could.

"Doom does not jest, Captain," Doom said, grabbing Steve by the shirt and slamming him back into the wall, knocking free more of the stone. "As I told you, I was prepared for the Avengers." Doom pulled Steve out of the wall only to backhand him across the face. Steve felt the left side of his jaw give way. "It was truly a futile effort."

A holographic interface, much like the one in Tony's armor, appeared over Doom's still-functional gauntlet. "Ready," Doom said, and Steve turned his head to see dozens of laser cannons appear in the walls. At another phrase, this one Steve didn't understand, several glowing blue glyphs appeared in the walls and floor.

Doom threw Steve to the ground, cracking the floor. Steve cried out in pain, but couldn't really hear the sound. He knew blood must be in his ears. Before he could move, an armored foot stomped on his chest, and Steve felt several of his ribs snap beneath the pressure. He would've shouted again, but he didn't have the air.

"Though it was a valiant effort," Doom said, checking the damage to his right wrist.

To his great surprise, Steve started giggling.

Kneeling down, Doom gripped Cap around the throat and lifted him. The shield fell to the ground with a clang. "I fear I've given you a severe concussion, Captain," he said, turning his wrist to shift Steve's head from side to side.

The laughing stopped, and Steve opened his eyes. They were bright, his eyebrows knitted together, the rage there enough to catch Doom's breath. "Spider-Man is still out there," Steve winced out through his shattered jaw.

Doom had to suppress his own laughter, then. "Captain," Doom said, patting the unbroken side of Steve's face as though he were a child, "Spider-Man is currently in my vault. Where did you think all of my guards were?"

**XXXXXX**

Spider-Man stared into a room that, for once, had managed to render him speechless. He had seen dangerous, he had seen galactically destructive, and he had seen apocalyptic, but he had never seen anything that made him so downright _afraid._ The dungeon was massive, so much so that Peter couldn't see its edges in any direction, and spreading across the floor on every stone were large, glowing blue glyphs, much like the ones he had seen on Doom's gauntlets. The light from the floor illuminated the massive stores of technology that permeated every inch of the room. At least, every inch that wasn't occupied by Doombots.

Upon seeing Spider-Man, the sentries took to their task, and raised their hands to start firing. With his Spider-Sense still trying to put him into a coma, Peter didn't know where to jump to dodge, so he just acted on instinct, jumped straight up, and started bouncing off the walls, trying to take in the whole scene and give himself some perspective. The Doombots were dangerous enough, but the tech was what was really catching his tongue. In addition to his own inventions (like the Time Platform, which Peter saw sitting in a corner, seemingly discarded) Doom had apparently been scavenging, and the things he'd found would have been enough to give any of the Avengers pause. Surrounded by a regiment of guards was the remnants of an Ultron, fused with some of Doom's own tech; the torso of a Sentinel was laying in one of Doom's inventions, the sides inscribed with more of the magical runes; another Doombot was lying off to the side, pieces of Kang the Conqueror's armor attached to it. Against the back wall, floating in a tube, was a Skrull wearing Doom's armor, presumably one that had tried to replace him during their invasion.

And hanging above it all, suspended from the ceiling by steel cables that looked like muscle fibers, was a gigantic skull, which resembled a framework of Doom's mask but was the size of Galactus' head. The blue lights from the glyphs in the floor gave it the visage of someone standing over a bonfire telling a ghost story.

Just past the Skrull, however, Spider-Man found another array of tubes, one that would have stopped him in his tracks if he weren't constantly dodging laser fire.

And he finally realized what this room was.

Above every tube was the name of a different hero, and inside each was a different type of robotic fusion of salvaged tech and magical runes. Within Thor's tube was the cybernetic Thor clone Reed and Tony had created during the Civil War, with more magical runes carved into the hammer; inside Wolverine's was an adamantium skeleton, complete with claws, glowing glyphs etched into every inch of the metal; Doctor Strange's held what appeared to be another version of the Eye of Agamotto, this one constructed mostly of tech.

Peter then came to his own, and had left the Doombots scrambling the path he'd bounced so as to buy himself a few seconds of rest. His tube contained one of the latest versions of Alistair Smythe's Spider-Slayers, upgraded with more of Doom's tech: shoulder mounted blasters and missle launchers, chemical injectors along the extremities that Peter was sure would probably render him powerless or kill him outright, and more runes carved into the machine's gauntlets. And sitting atop the robot, in a small vial, was a slithering black substance Peter knew all too well. He was well aware that his chances of escaping the dungeon would be greatly diminished if any one of these creatures woke up.

This was possibly the most dangerous room in the world. Because it was full of nothing but Doom's contingency plans for every hero and villain on the books.

Spider-Man snuck through the tubes, carefully trying to avoid the now-patrolling Doombots. He still had to try to find those pages, even though he desperately wanted to just start smashing everything in sight. His conscience was torn. There was no way he could let these things stay where they were, intact and just waiting for Doom to send them against anyone and everyone. But he couldn't waste time and risk not getting back to Carol at all. At that moment, he crossed the tube with her name above it. _Speak of the devil…_ Doom hadn't yet changed the plate over her tube from "Ms." to "Captain." Inside, Peter saw far less than he'd seen for all the other heroes. Sitting on a small glass shelf were two thick golden bands, which looked wide enough to be worn on a man's wrist. _I know these... they're Mar-Vell's Nega-Bands! From when he was bound with Rick Jones!_

Peter thought back to what he could remember about the time Mar-Vell had spent psychically linked with Rick Jones. Admittedly, he and Mar-Vell had never really known each other that well, but from what he could remember, the Kree Supreme Intelligence had unlocked some kind of latent psionic powers in Rick, which drew Mar-Vell to convince Rick to put on the Nega-Bands. If Peter was right, striking the bands together would send the person wearing them…

_Doom, you son of a bitch._

_You want to send a Venom-fueled Spider-Slayer after me? Bring it on. But trapping Carol in the Negative Zone? Over my dead body._

If Peter remembered correctly, when Rick would clap the bands together, he would travel to the N-Zone, where Mar-Vell had been trapped, and the Kree hero would take Rick's place in the positive dimension. But it worked that way because they were bound. If there was no link with another being, would the wearer just be trapped in the antimatter dimension with no way out? Or would it not work at all?

Peter didn't want to speculate. If Doom had those bands in a case to use on Carol, then his plan couldn't be good.

He needed to destroy this room. Starting with the case that was right in front of him.

Spider-Man punched through the glass, shattering it, and grabbed the bands. He could feel energy thrumming through them, vibrating his hands as he held them. The problem, however, was that an alarm began to sound in the room, and Doombots were rushing right for him. He took several steps backward, back in between a row of tubes, until he bumped into something behind him. Something that was hissing. Something that didn't set off his Spider-Sense.

_Crap._

Peter turned around and saw the Spider-Slayer, the round orb of its head staring down at him. He knew this only because it was clear, and underneath the outer shell the symbiote's white eyes and bared teeth were ready to devour him. The viscous black fluid flowed through clear tubes in the machine like blood, and the metal arms tensed, preparing to crush him.

"Hey, there big guy, try the latest fashion statement!" he said. In a bout of inspiration, Spider-Man slapped the Nega-Bands onto the robot's wrists and pulled them together with all his might. They clapped with an audible boom, sending a shockwave throughout the dungeon. Peter was thrown away from the sound, and fell onto his back. When he sat up, only the bands sat on the ground, a few inches apart, smoldering.

Just as Peter was about to reach for them, however, a blue glowing hammer slammed down on one, then the other, shattering them. Spider-Man looked up to see the Thor clone standing over the smoking remains, along with the Ultron and Kang bots, as well as the army of regular Doombots behind them. In the distance, he could see one glowing eye coming from the giant Doom head in the ceiling.

_Double crap._


	12. Chapter 12

_**A/N: Hello again, friends, and welcome to Chapter Twelve! Sorry this chapter is a bit longer than the others so far, but there's lots of ass-kicking going on, and I was really into writing it! Please review, (I really don't want to hands-and-knees beg, but I will if that's what it takes) it's incredibly helpful to the writing process. Thanks for reading and your support!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Twelve**

"I don't suppose we could talk this out over a couple drinks?" Spider-Man said, slowly backing away from the army before him. The Kang robot reached behind itself and pulled a massive energy cannon out of a purple portal. The Thor clone spun its hammer in its hand before silently throwing itself forward and swinging the hammer down, making to squash the spider.

"Really? Not even a 'For Doom!' or something?" Spider-Man said as he flipped away, trying to put some distance between himself and Doom's forces. "At least the real Thor knows who he's fighting for!" He swung back into the half of the room that appeared to be more scrapyard, dodging shots from the hundreds of robots chasing him. The giant Doom head was following his movements, and he had to be sure to keep the glowing green eye where it couldn't see him. The specialized robots were following, but they looked sluggish. It had evidently been some time since they had been activated. Doom had most likely completed his upgrades, then left them alone until they were needed.

At the moment, it was about the only advantage Peter could think of.

He didn't even want to imagine how this fight would be going differently if he hadn't gotten rid of the Spider-Slayer so quickly. Though he certainly hadn't been planning to fight Thor today.

_OK, Pete, let's think. It's not really Thor, it's a cyborg clone. That means the hammer isn't legit, and the electricity it generates has to come from within itself. Battery powered. Could be a couple of gigajoules in there, but still, a limit. _He dodged as his Spider-Sense warned him of an incoming blast from "Kang's" shoulder cannon. _As for this one, it looks like it can't time travel itself, but it can pull weapons out of time, just like Kang does. Hmmm… might have to save him for last. If I can get him to pull the right thing…_

His thoughts were interrupted as "Thor" caught him in the chest with its hammer, slamming him into the wall. The stones crumbled away as the weapon flew back to its master, who floated silently in front of Spider-Man. "You know, quiet Thor is creepy Thor," Spider-Man said, gripping the sides of the hole and flipping himself onto the wall. In response, the clone raised its hammer and fired electricity at the wall crawler, who was forced to leap down into the sea of Doombots waiting on the floor.

"Man, I gotta tell you, this is the worst sausage fest I've ever seen," he said, smashing two robots' heads together. "And I've been to parties with Johnny Storm." Webbing the two robots together, he started swinging them around his head, careening them into more of their comrades. _I guess the lucky thing is, there's so many of them, they keep getting in each other's way. They don't have any room to shoot, so they're just trying to beat me down. _The robot flail cleared him a small section of floor, just enough for "Ultron" to fly overhead and try to fry him with its chest laser. He leapt up and punched the robot in the face, only to feel his knuckles pop against the adamantium shell.

Rather than fall, Spider-Man stuck to the robot's head and flipped onto its back, wrapped his arms around it in a full Nelson, and, with a cry, pushed down with all his strength. The chest laser continued firing, but Spider-Man was now in control of its destination. Doombots roasted on the ground, and he managed to pull the beam onto the Sentinel remains before "Kang" collided with him, knocking him off. The robot landed several punches to Spider-Man's face as they fell, cracking the left lens of his mask. "Hey, chump change, you know what you can't do that I can't do either?" Spider-Man said, flipping onto the robot's back, pulling on its wrists and shoving his feet down. "Fly."

They crashed to the ground, Spider-Man riding the robot down like a skateboard. A large gash scraped through the floor, but Peter didn't waste any time waiting to see if he'd finished the Kang-bot or not. He flipped off during the slide and bounced off the wall, swinging back toward the tubes.

_If I'm right, I might have a way to stop Doom's piecemeal Ultron. If not, I'll probably get myself killed._

He ran through the tubes, dodging more laser fire, until he found what he was looking for. The runes glowed in the metal skeleton, but the machine itself wasn't moving. Doom apparently wasn't finished with it yet. _Designed to stop Wolverine, eh? Pretty sure that means damaging adamantium in one way or another. _He smashed the tube and started lifting the skeleton, just in time for "Thor" to slam both him and the machine through the other side of the tube and into the back wall.

The metal was cold against the left side of his face, where his mask had torn from the glass. But the claws inside his left bicep were surprisingly warm. He thought he screamed, but he couldn't be sure. "Thor" gripped the back of his head and started smashing it into the wall. Peter felt his nose break on the first hit, the cheekbone where the Kang-bot had hit him shatter on the second. By the third, he was losing consciousness. _Carol… Carol, I'm so sorry…_  
"Thor" pulled him back and threw him to the ground, the claws ripping out of his arm. The pain snapped him back to reality, just as the clone was bringing the hammer down toward his head. He rolled his torso to the side and placed his left foot on the fingers around the handle, sticking to them; he put the inside of his right foot on the backside of the clone's elbow, and once both were in place, he started pulling with the right and pushing with the left. The joint resisted for a moment, then gave a metallic groan as the proportionate strength of a spider snapped the lower arm free.

Spider-Man rolled back under the swinging limb and looked up into the clone's face; there was no indication of pain, only a registration that the hand holding his hammer was no longer under his control. In the roll, Peter grabbed the hammer, smacking the cyborg in the face with it as he crossed onto his back. "Thor" flew back into the rune-covered machine, then fell to its back. Instantly webs covered it from head to toe, and the clone struggled to break free. Spider-Man stood over the abomination, holding its hammer in his hand; blood dripping from his fingertips, running down the exposed side of his face. "You know, I kind of feel bad about this," he said, "I mean, I've got clones myself. But in this case, I think Thor would approve."

He brought the hammer down on "Thor's" face until it stopped struggling. The face was still mostly intact, though there were some places where the cybernetics beneath were visible. Peter was certain he hadn't killed it. After all, it was the clone of a god; he wasn't even sure if he could kill it at all. But it stopped moving, and for now, that was enough for him.

His Spider-Sense rang out, and he jumped away just in time for the Ultron-bot to miss flying into him. The robot turned around to fly at him again, and Peter made a quick web slingshot between two of the tubes. He pulled the skeleton into it and positioned the arms so that the claws were facing forward. "I'd call this a Fastball Special, but it's more like 'David and Goliath'… also, this thing's not Wolverine, so screw it," he said, letting go of the webs.

The skeleton flew at the Ultron robot faster than it could react, and the claws stabbed into its chest and head. If there could have been a robotic face of surprise, Peter was sure he would've just seen it. The lights blinked out of the machine's eyes, and it crashed to the ground.

Peter breathed for what felt like the first time in hours. His left arm was ached, and blood spurted out of the three holes whenever he flexed the muscle. He webbed what he hoped was a sufficient bandage over the wound and turned around, only to be faced with what remained of the Doombot army and the Kang-bot. "Guys," he said, his hands on his knees, "Can we take five? Maybe ten? How 'bout an hour?"

The Doombots raised their palms and started firing, and the Kang-bot pulled another massive energy cannon out of the time-stream. Spider-Man leapt high, and realized he'd completely forgotten about the giant head hanging from the ceiling, which was now looking directly at him. The one working eye glowed with green energy, preparing to fire a massive beam at him. "No!" he said, "My name's not Alderaan, I swear!" He fired a web line and pulled himself to the right, just as the eye unleashed its energy. The heat seared the soles of his boots, and he suddenly had an idea. Swinging toward the head, he dodged more shots from "Kang" and the Doombots until he found himself directly beneath the giant skull.

He leapt into the hole in the bottom, between the tubes leading inside, and scrambled into the head before the sentries could hit his legs. "Good God," he said, now able to see the small, glowing apparatus that was wired into the machine. "He's powering this thing with a Cosmic Cube." The Cube was one of the smaller ones, which most likely meant it was only useful as a self-sustaining power source rather than an object that could completely alter reality. _Well, I was just hoping to use the eye laser, but now… maybe if I overload the Cube's containment unit, it could cause an explosion. One that could be contained to this room, or it might destroy half of Latveria. I'm not sure. The Cosmic Cube's energy output wasn't something I covered in Empire State University's physics department._

Regardless, he didn't see any other way out of the situation, so Peter started flipping switches, turning off safeties, cranking output settings to maximum, shutting off valves. He closed the vents leading outside, hoping the extra heat buildup would make the boom that much more forceful. The problem, of course, was that he had no way of setting a timer or detonator, which meant that the potentially castle-shattering explosion was just going to happen when it happened, with no warning.

He dropped out of the head (the thought of which made him both want to giggle and go take an infinite shower) and found himself surrounded by the Doombots, with "Kang" in their center. Suddenly he was back in high school, and Flash Thompson was about to kick his butt for his lunch money. Except this time Flash could pull any weapon he wanted out of time and the change was coming out of Peter's neck.

"Man, this whole circle thing feels really familiar," he said, pointing upward, "But this thing could explode any second and take half the castle with it. Do you guys wanna risk it?"

If he had been dealing with human guards, they would have started panicking and tripping over each other trying to get to the exit. As it was, they stood their ground, their palms all upraised to fire at him. Peter himself was about to try to swing away, a joke on the edge of his tongue, when the Kang-bot held up a set of papers before throwing them on the ground between Spider-Man and itself.

_The files!_

The pages weren't enough to be everything, but if Doom had destroyed Carol's historical file, then the rest were either Cap's file or Peter and Fletcher's notes on the Vita Rays. Either way, Peter _needed_ those papers.

Funny how getting stabbed and nearly smashed to death by an eerily silent Thor clone could make a man forget his priorities.

Spider-Man and "Kang" started circling each other. The robot reached into two purple portals and pulled out the hard-light version of Cap's shield and the Black Knight's sword, of all things. Peter kept circling until he was certain the doorway was directly behind him. A low rumbling had been growing steadily stronger at the base of his neck, and as the Doombots weren't charging their blasters to fire, he knew that could mean only one thing.

So he webbed the pages and ran. Or, more specifically, he webbed the pages and started swinging for the exit. "Sorry! I know you wanted that big showdown, but I frankly don't have the time!" His Spider-Sense blared out once, and he dodged the robot's shield throw, caught the disc on a web-line, and sent it flying back at its owner, who was too slow to catch it. "Kang's" head came flying off, and the weapons disappeared back into the time-stream. The Doombots started firing at Peter, but by now the low rumbling had switched into high gear, turning his head into a video game controller. He swung out through the giant door, amazed that not one of those robots had thought to close it. _Just goes to show: robots are great at following orders, but completely suck at improv._

He pushed a button on the console and the door slowly started shifting, but Peter could feel it wasn't going to be fast enough. He ran around to the front of the door and pushed, the vibrations in his neck now shaking his entire head. The pistons clicking into place as he managed to get the door shut was satisfying, though, as was the "whump" that ran through the dungeon from the Cube's explosion.

He paused a moment to catch his breath; the adrenaline of the fight was starting to wane, and his arm was really killing him, now, as was his face. He started flipping through the pages he'd recovered as a distraction, and found them to be his personal notes. He wanted to toss them in frustration. They were useless without the formula.

_Doom._

**XXXXXX**

"So why capture me, Doom?" Steve asked, sitting against the side of the wall where Doom had practically discarded him to fix the damaged tech in his gauntlet. "Why not just kill me outright?"

A dull sound passed beneath them, but Doom didn't seem to pay it any mind. Steve was worried about Peter. If he'd walked into as big a trap as Doom claimed he had, Steve wasn't sure Peter could make it out alive. Then again, Steve was in a pretty bad way himself, at the moment. He cursed himself; he should've known better than to come in without backup, without at least telling someone they were leaving, so there would be a rescue plan if things went south. Now he was captured, and worse, he could've gotten Peter killed.

"You know what I've taken, just as well as I do," Doom said, not looking up from his work. "Why do you think I've taken you?"

Steve scoffed, and the action caused him to choke a bit on the blood in his throat. "Is that all this is about? Just another dictator looking for an army of super soldiers? And here I'd thought the world had changed since my day."

Clicking sounds echoed through the chamber as Doom tightened something on his wrist. Watching him reminded Steve of watching Tony work on one of his suits, but if, somehow, Doom could make turning a screw sinister, he managed it. "Do not be so foolish as to compare Doom to your old enemies, Captain," Doom said. "I have no interest in armies."

"So what, then?"

Doom rose and walked over to Steve, gripping him by the shirt and lifting him into a standing position. "Quite simply, Captain, this is about _perfection_."

Carrying Steve in one hand, Doom walked back up the steps to his throne, next to which sat the shield. Doom deposited Steve on the steps and sat, facing out. "Consider: Doom is already the smartest person on Earth, despite Richards's claims to the contrary," he said. "And, though for some unknown reason I am overlooked for it, I am gifted enough in the Mystic Arts to be Sorcerer Supreme. Physically, however," he paused, some of his fingertips resting against his metal mask. "Physically I am… flawed."

Steve tried to push himself up, to get moving somehow, but the pain in his chest simply wouldn't allow it. The best he could manage was to crawl a bit closer to his shield.

"Now, however, I have both pieces of the puzzle in place," Doom continued. "With you alive, I have an endless supply of the Super Soldier Serum to test and improve upon, and, once I have perfected my version, I now have the radiation necessary to accelerate it."

Doom looked down at Steve, who had crawled up the stairs enough to rest his face against the star in the center of his shield. "Unless you somehow still expect your friend Spider-Man to survive?"

Steve stared up at Doom, and managed to push himself up onto his knees. His brow furrowed, and the dried blood on his forehead cracked in the few wrinkles. "Let me tell you something about Spider-Man, Doom," he said. Doom sat back against the throne, as though listening to a child recite its favorite nursery rhyme. "He may not be the strongest, or the most powerful, or the most gifted…"

Pushing the pain aside, Steve started to stand, picking up the shield as he did so. Doom sat forward in his throne now, readying himself for further resistance from the Captain. "But he has more heart, more character, and more courage than anyone I've ever met." Steve stood at his full height now, defiant in Doom's shadow, as the villain stood as well. "So you can do whatever you want to yourself to try to become 'perfect,'"

Taking a step forward, Steve stood inches away from Doom, nose to nose with him. "But he will always be a better man than you."

Doom lashed out in rage, and Steve was barely able to bring the shield to bear in time to prevent himself from being incinerated. "You _dare_?!" Doom screamed, the force of his blast sending Cap flying all the way back down the steps; as he crashed to the floor, Steve screamed in agony. He patted his chest and could feel several of his ribs floating freely, now. Doom rushed down the stairs and grabbed Cap by the shirt, slamming him into a column. The shield fell to the floor, ignored. "You dare compare Doom to some insignificant whelp? Spider-Man is nothing!" Doom threw Steve to the ground and stomped down on his face, snapping Steve's nose. "He's not even competition for your bloodstain beneath my boot heel!"

"Oh, I don't know, Vicky," came a voice from behind him.

Doom turned in time to see a pair of red boots swinging at him before they collided with his face, sending him flying into the wall.

Spider-Man stood between Doom and Cap, ready to defend his friend. "I tend to think I have a leg up on the competition. Get it? 'Leg up?' I'm Spider-Man. Spiders have eight legs? No? Nothing? My comedy is lost on you people."

Doom roared, rising from the floor. "Spdier-Man!" he said, firing a blast from his gauntlet. "I don't know how you survived the vault, but you will not leave this castle alive!" Spider-Man leaped over Doom's energy beam, firing two web-lines into the columns and sling-shooting himself into Doom. The impact threw Doom back into the wall, this time creating a small hole. Spider-Man turned and started running back to Steve, but Doom uttered the command phrase, and dozens of laser cannons appeared from the walls.

His Spider-Sense rang, and Peter jumped up to avoid the laser fire from the new cannons, but Doom caught him and midair and sent him flying into a statue. He quickly stood and charged at Doom, and their fight began in earnest.

Steve crawled his way over to his shield, and watched in amazement as Peter dodged more fire than he'd ever seen the man avoid before, as well as holding his own against Doom in hand to hand. However, Steve looked up and saw one of the statues charging its eyes to fire at Peter. Thinking quickly, Steve picked up the shield and hurled it with all his might. "Spider-Man!"

Peter turned in midair in time for three things to happen at once: he dodged a blast of cannon fire from the wall, saw Cap's shield flying beneath him and caught it with a web-line, and his Spider-Sense blared, warning him of something about to shoot him from behind. Pulling the shield around, he placed it between himself and the blast, then spun around, swinging the shield with him, and struck Doom in the face, sending him flying back. Landing, Peter looked at the shield, now resting on his left arm, and the web-line attached to it, and his science brain started doing a little dance. If Peter could've imagined his brain twerking, it would be twerking.

"Oh, Doom," he said. "This is gonna _hurt._"


	13. Chapter 13

_**A/N: Hello again, friends, and welcome to Chapter Thirteen! I have been working toward this chapter since the beginning, and I hope you guys enjoy reading it. Please read and review, I would really appreciate it, and of course, thank you in advance!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Thirteen**

Doctor Doom rose from the wreckage of the turret he'd flown into. He focused, concentrating his energy, and spoke a few words, pouring mystic energy into them. The circular blue glyphs appeared again on the floor, walls, and ceiling, this time visible only to their master, and beneath the metal mask, he smiled.

Spider-Man was in the air, dodging more shots from the remaining statues. He threw the shield at one, then immediately fired a web-line after it, catching the disc on its return bounce from destroying the statue's head. Twisting in the air, Spider-Man pulled on the web, swinging the shield around and exploding the heads of the six statues left standing behind him. As he landed on the side of one of the columns, his Spider-Sense warned him of a shot incoming from the last statue. He pulled hard on the web, bringing the shield back to himself, and caught it just as the energy blast was about to hit him. The vibranium absorbed the impact, and he leapt off the statue, keeping the shield in front of him. Spider-Man careened into the sentry's head, and the stone shattered around him.

It had taken about three seconds.

Doom stepped out of the scrap metal surrounding him and stared at the wall-crawler. "You will pay for the destruction you have wrought on my home, Spider-Man," Doom said.

"Jeez, Vicky," Spider-Man said, leaping down from the sparking remains of the statue. "That's a lot of stuff you've got me paying for." He held out his hand and started counting on his fingers. "That time I kicked you outside Horizon Labs, now all this stuff in your house. We're really gonna have to work out some kind of financing, here."

"Be silent!" Doom shouted, firing a blast from his gauntlet.

In response, Spider-Man blocked it with the shield, sending the energy into the ceiling. Several bricks fell to the ground, bursting to dust.

The room was silent for a few quick heartbeats.

The turrets in the walls resumed their assault on Spider-Man, and he flipped out of the way, blocking several in the process. Doom fired at him as well, but every time Peter managed to deflect them with the shield.

_Ok, Pete, let's even up the odds a bit._

He leapt onto the left wall, bouncing his way up between the wall and the columns. The shield flew out, Peter pulling on his web to scrape it along the very carefully ordered and symmetrical turrets. "Hey, thanks for putting all these in a straight line, Vicky," he said. "I don't think I'd be able to smash so many at once otherwise."

Doom howled in rage from the floor, and fired more shots from his gauntlets. Peter simply jumped out of the way, landing on the wall next to the smoking guns he'd just destroyed. His Spider-Sense tried to warn him about the glyph, but it was too slow. Doom clapped his palms together, and his gauntlets glowed with magical blue energy. The wall erupted outward behind Peter, electricity surging through his body as though it were made of copper. His makeshift bandage burned away from the wound in his left arm, and he fell to the floor, convulsing.

Doom walked over and kicked the shield away from him, then stomped his heel down on the holes in Spider-Man's arm. Peter screamed, the sound tearing from his throat. The pain only intensified as Doom ground the metal heel into the muscle, and Peter was still too stunned from the electric trap to try to resist.

"Such arrogance," Doom said. "To think you could come into my home and take that which is rightfully mine." He lifted his foot and kicked Spider-Man in the face, shattering the left lens of his mask. Doom reached down and lifted Peter up by the neck. "Why so desperate, Spider-Man? The Captain, I can understand, in fact I planned upon, by why you? Your rage when I took the formula, the speed with which you arrived here…"

Peter could see the cogs turning in Doom's head, now, but it was like they were diseased, covered in grime and filth. He didn't want those next words to come from someone like Doom, but he couldn't stop it. "You knew what Parker was working on, didn't you? A cure for Captain Marvel."

He tried desperately to get his arms to work, or his legs, or even his fingers, just to get something to shut Doom's mouth. He had no right to talk about Carol, to even mention her name.

"You love her." Doom said. He looked in Peter's exposed eye for a moment, and it was all he needed. "Yes. It all makes so much sense, now." Doom raised his fist, and it glowed with energy, ready to fire into Peter's head. "Take solace in this, Spider-Man. You will not be alive to witness her agonizing death as her body rips itself apart from within."

"AAARRGH!" Steve shouted, hurling the shield at Doom's outstretched arm, striking him in the elbow. The impact caused Doom to drop Peter, who fell and rolled to the side, trying to put some distance between himself and Doom. The villain turned and fired his charged shot at Steve, who barely managed to dodge in time. Steve cried out as he ducked behind a column, forced to somersault to avoid Doom's fire.

Peter looked up to see the shield falling back down from where it had ricocheted off Doom's armor. With an effort of willpower, he forced himself to stand, then bent his legs and shot into the air, firing a web at the shield on the way. As soon as the webbing struck the metal, Peter spun his body, pulling the disc around and into Doom's back.

Doom flew across the room, crashing into one of the statues. The base exploded, collapsing the statue and sending a cloud of dust through the throne room. The rumbles of the crashing sentry echoed like thunder, and the dust dimmed the light in the room, giving it the appearance of an early morning fog. When it settled, the stone effigy laid on its side, a massive crack running down the center of the mask. Doom pulled himself out of the rubble, his armor dented and sparking in some of the joints, his eyes filled with murderous rage. "Spider-Man!" he shouted, his hands glowing with magical energy.

Peter stood in front of the steps that led up to the throne, the shield resting now on his left arm, his own blood running down his fingers and dripping off the rounded edge. In his right hand, he held what remained of his research: the formula, and the original files on Project Rebirth. During the statue's collapse, he had found them underneath the throne, assuming, correctly, that Doom would want them as close to himself as possible.

Doom stared at Spider-Man, the fury of the mystic forces swirling around his hands shaking his arms. "You will release those papers," Doom said, "Now."

In response, Peter held the files in the air and threw them on the ground, the snapping sound echoing through the chamber. Dust scattered around his feet like ripples in a pond.

The pair charged at each other, the blue lights trailing from Doom's fingertips, leaving an eerie glow on the cracked face of the statue behind him.

Magical energy exploded against the shield as Doom brought his fist down. Peter stuck his feet to the ground so as to avoid being thrown back by the force, and the vibranium absorbed the energy of the attack. Reacting quickly, Peter dodged Doom's next strike, leaping into the air and bouncing up one of the columns. Doom turned and fired a beam from his gauntlet, but Spider-Man blocked it, immediately spinning himself around and releasing the shield on a web-line. Doom barely had enough time to raise his right hand in defense before Peter pulled the shield into it.

The gauntlet shattered. Pieces of the metal rained onto the floor, none of which Doom could have placed as having once been part of his armor. Instead they looked like the scrap metal left behind at construction yards, charred black and terribly misshapen. All that remained on Doom's hand was the nano-fiber weave he wore to protect his skin from the armor.

Peter swung the shield around again, attacking from the air, but Doom jumped out of the way. His Spider-Sense rang out as Doom landed and fired a shot from his remaining gauntlet, and Peter pulled the shield back in to block the attack. Once the energy dissipated, he swung the shield back out again, intending to catch Doom in the legs, but Doom again dodged. Calling on the mystic energies, Doom launched lightning at his adversary, bringing the room to blinding brightness for split seconds.

Spider-Man weaved his way through the electricity, and landed in front of Doom. The dictator didn't have enough time to change his position before Peter slammed into his chest, sending them both flying into the fallen statue. Peter sprang up first, leaping back into the air and off the wall, into the shadows of the ceiling.

The villain stood slowly, pulling himself up on the side of the statue. "What troubles you, Spider-Man?" Doom asked, looking up into the darkness. "You no longer jest. Has Doom finally ended your constant blather?"

"Yes." Spider-Man's voice came from the darkness as the shield flew into Doom's knee, destroying the armor and bending his right leg backwards.

For the first time in a very long while, Doctor Doom cried out in pain.

The shield did not relent, striking the other gauntlet, shattering it as well. Doom rose and again pulled himself up, resting against the side of his own cracked face. Using magic, he lifted the broken stone, riding that half of his head into the air. His fingers charged with more of the magical lightning, and he turned toward his throne. "If Doom will not have perfection, then he will see his enemies denied as well!"

But when Doom's eyes traced down the stairs he saw nothing but dust. And remembered that Spider-Man was not alone.

"Captain!" he screamed, turning around to search for Steve. Instead, Doom was met with Spider-Man flying toward him in the air, twisting, far too late to meet the shield coming toward him with any kind of resistance.

The lightning lanced out of Doom's fingertips, but Peter avoided it, and slashed the shield across the villain's chest, leaving a massive gash in his armor and throwing him toward his throne.

Doom hit the stairs hard, his life only saved by his undamaged helmet and back armor. As Doom slid down the steps, Peter's feet slammed down on his chest. Doom coughed in response, his head launching upwards, and it was all the opportunity Peter needed. Turning the shield upside down, Peter jammed the rounded edge underneath the opening around Doom's mouth and stomped down on the other end with his foot. The concave surface rolled down Doom's chin, crushing his jaw with a satisfactory crack, and snapping the mask into the air. Peter caught it in his right hand as it fell and crushed it before letting it clink down the stairs to the floor.

Peter dropped the shield and slammed his fist into Victor Von Doom's face, heard the crunch of Doom's nose breaking. And he kept going. God, he'd wasted so much time here, Carol could be gone by the time they got back, she could be gone by _now,_ and it was all Doom's fault, if he hadn't stolen the research, if he hadn't run to Latveria, if he hadn't…

He didn't realize he'd been screaming until Steve was holding him back.

"Spider-Man!" Steve shouted at him, pulling with all the strength he could muster. Peter held his hand high over his head, staring into the darkness, until he felt the wetness dripping onto the exposed side of his face. Blood was seeping freely through his clenched fingers, and only then did Peter look down at his handiwork.

Doom's face was an engorged mess. There was little that could be made out as individual features, and the entire surface was covered in a sheen of blood. Looking at his knuckles, Peter realized some of the blood was his own.

"He's out, son," Steve said. "It's over."

Peter's hands were shaking. He pulled off one of his gloves, checked Doom for a pulse and found one. That calmed him a bit, and he sat back on his haunches. "Steve," he said, "I'm so sorry."

Cap placed a hand on his shoulder. "You don't have to apologize to me, son," he said. "After all, I'm the one who told you to take it out on his face."

Peter smiled and gave a short laugh. He reached over and picked up the shield. "I guess you want this back now?" he asked.

"You hold onto it," Steve replied. "Just in case we run into anything else."

Standing, Peter strapped the shield onto his back like he'd seen Cap do so many times. "I suppose we should get going," he said.

They started walking down the stairs toward the front door, slowly, Steve's arm over Peter's shoulders for support. As they opened the massive wooden doors, Peter took one glance back at the throne, where Doom should have been laying. But the villain was gone.

They walked through the castle, all the way back to the window they'd used to get in, without incident. "Are you gonna be ok to climb down, or do you need me to carry you?" Peter asked.

"I think I'll be fine," Steve said, sitting himself on the window sill. Peter lowered a web down to the ground, and Steve repelled down the wall, slowly, Peter crawling down the side next to him. When they reached the ground, Peter helped Steve off the wall, and they started walking back toward the Quinjet.

"Thank you," Peter said after a few moments. "Thank you for stopping me. I don't know that I would have."

"Yes, you would," Steve said without hesitation. "I know you, Peter. You're no killer."

They walked for a while more in silence before Peter asked, "Then why did you need to stop me in the first place?"

Steve shrugged his shoulders. "You were wasting time. We've got to get back home." Peter was going to nod his agreement before Steve added, "So you can tell Carol the truth."

Spider-Man was about to open his mouth when his Spider-Sense blared, and he was forced to shove Steve down into the bushes to avoid a green energy blast. Steve cried out a bit, but rolled through the pain, lying flat on his stomach and elbows. Peter pulled the shield off his back and attached a web-line to it, then jumped into the trees, slowly making his way up the rest of the hill. As he crested the top, Peter looked down to see a contingent of Doombots surrounding what remained of their Quinjet, which had evidently been destroyed not long after they'd first arrived, as the fire had already been extinguished, and the smoke cleared.

_Ok, Pete, now what?_

**XXXXXX**

"Dammit, dammit, dammit," Tony said, rushing his way through the tower, Jessica right on his heels. He was considering armoring up, but knew that by this time it would be too late. He punched the numbers into the keypad and placed his eye over the scanner, then walked into the room. Confirming his suspicions, he ran his fingers through his hair. "If I ever wanted a drink before," he mumbled, running back out and into the common room, where the rest of the Avengers were waiting. "Will you people just, on principle, please stop stealing my goddamn planes?"

**XXXXXX**

The Doombots were giving Peter some trouble. Steve was too injured to help out, and the effects of the blood loss were starting to wear on him. Not to mention that he was pretty sure his adrenal glands were wrung dry. But even though they had no way of getting back home, he was not about to give up. Carol needed him.

His Spider-Sense rang out, and he turned to see that a Doombot had gotten the drop on him. He was getting too slow, too tired, and this was going to hurt.

Instead, Peter saw a bright yellow flash, and the Doombot's head was suddenly gone. In his haze, he heard shouting, and turned toward the source to find the most beautifully horrifying sight he'd ever seen.

Carol Danvers, in her full Captain Marvel uniform (which hung loosely on her) was standing in the open doorway of a cloaked Quinjet, looking like death and firing photon blasts out of her hands at the Doombots. When she saw Peter looking at her, she smiled, and Peter could have sworn that the sun setting behind her rose just a bit higher over the horizon.

"Do you guys need a lift?"


	14. Chapter 14

_**A/N: A belated Merry Christmas and Happy Holidays, friends, and welcome to Chapter Fourteen! I was really apprehensive about this chapter for several reasons, but I hope you guys enjoy it! Please read and review, I would really appreciate it, and as always, thanks for reading!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Fourteen**

_Good God, this hurts._

Carol's arms felt like they were tied to Mjolnir, and every time she fired a photon blast she could _feel_ the energy leaving her body. Normally she had enough reserves that she didn't have to think about it, but now it was starting to worry her. She took down another robot that was standing between Steve and the Quinjet, and the effort dropped her to her knees.

Before she hit the floor, Peter was there, his arm wrapped around the front of her shoulders. Her chin rested on wetness, and as he raised her back to her feet, her eyes trailed down to the three holes in his bicep. She looked him over: his nose was broken, though it looked like he'd popped it back into place at some point, and the bruise around his exposed eye served as a second mask; blood was flowing freely out of his arm, which she saw bore both entry and exit wounds as he turned around to deflect a blast with Cap's shield; and there was a gash in his forehead that had red running down his face like it was a map of the Amazon.

But then he turned his head, his eye met hers, and she saw in the hazel a perfect mixture of anger and concern.

"Carol," he said, helping Steve into the Quinjet, defending the open doorway with the shield, "Have you completely lost your mind?"

Her eyebrows furrowed. "Oh, well excuse me for showing up to fly your asses out of the fire. Would've loved to have seen how you guys made it back to the city if I wasn't here."

Steve worked his way up to the cockpit, sitting in the co-pilot's seat on the right. He started flipping switches, checking the plane as much as he could before restarting the engines.

"Carol," Peter said, not bothering to turn around to deflect more blasts, just letting his arm move the shield as his Spider-Sense told him was necessary, "You're sick. Your powers have been on the blink for over a week, and you decide to fly a plane out here _by yourself_ to try to rescue us with powers _you shouldn't be using?!_"

She was about to respond, but Steve hobbled back from the cockpit and turned to Peter. "We're gonna need those Doombots taken out if we're going to take off," he said.

With a final glare at Carol, Spider-Man jumped back out of the plane, kicking a Doombot in the head as he fell.

"You need me up there, Cap?" Carol asked.

Steve wrapped an arm around her shoulders and nodded his head toward the fight. "Watch this."

Carol turned her head back toward Peter, and stood in awe at one of the most breathtaking sights she'd ever witnessed.

Peter was fighting the Doombots, maybe twenty in total, all at the same time, and flowing between them like he was made of water. It was a ballet before her, like watching Baryshnikov in his prime, only if Baryshnikov were dodging laser fire in the middle of his performance. He fought with the shield on the web-line like it was this strange combination of flail and yo-yo; he would spin his body in the air, pulling the web, and the shield would follow, cutting through the robots as though they weren't even there. Then, when his Spider-Sense would go off (she could see it, his head would always twitch slightly in the direction of the danger) he would pull the shield back in, block whatever was coming at him, and immediately send it back out again.

She wanted to go out there and help him, or at least get some shots off from inside the ship, but her feet were suddenly fused to the floor. And she just felt so _drained_. Steve tightened his grip on her shoulder and patted it. "If I ever decide to retire," he said, "You remind me about what we're seeing right now."

His words snapped Carol out of her trance, and she turned toward the cockpit. "Well, we gotta get out of here, first," she said. "Let's get this bird in the air, Cap."

She took two steps forward before collapsing.

Ignoring his own pain, Steve knelt down and turned Carol over, pulling one of his gloves off with his teeth and spitting it to the side. He touched his fingers to her neck, and after a few moments managed to find a pulse. "Spider-Man!" he shouted out the open doorway.

The last of the Doombots fell as Peter jump-kicked it, then slammed the shield down on its head as it hit the ground. He looked back to the Quinjet and saw Carol laying on the ground, Steve with his fingers to her neck. He was back in the doorway in an instant, kneeling down next to her. The shield was tossed to the back of the plane, discarded. "Carol," he said, cupping his hand against her cheek. "Carol, talk to me. Wake up. C'mon."

Her eyes fluttered, and she looked up at him. "That one big bug eye's still pretty creepy, Pete," she said through labored breaths.

He pulled off his mask as Steve closed the side door. "Blast, you've foiled me again. You'll rue this day, Captain Marvel," he whispered, a small smile on his face.

"You're right about that," she said, wincing in pain.

Peter turned her eyes to his. "No. I'm not." He raised his head to the cockpit. "Steve?"

Cap had seated himself in the left seat, and was flipping through the switches and knobs as fast as he could. "Yeah?" he asked without turning around.

"Get us back to New York."

At this, he turned around. "Are you sure, Peter? We have a S.H.I.E.L.D. medical facility about forty-five minutes from here that…"

"Doesn't have what I need," Peter cut him off. "We have to get back to the city."

The Quinjet's engines roared to life and lifted the plane into the air. The shaking jostled Carol where she was laying on the floor, but Peter placed his hands against her, trying to hold her in place. Once the plane was high enough to be out of the turbulence, Peter picked her up and carried her to the back, to the emergency medical station. He stuck a foot to the gurney and pulled it down from the wall, then laid her on it. Once his hands were free, he started scrambling for the I.V. and fluids.

"Peter," Carol said, reaching her hand out to grab his arm. "Stop. I'm okay."

"You're not," he replied, opening another cabinet. "You're really not. I told you to stay in bed, rest, concentrate on getting better." His voice rose in volume and vehemence. "_This_ is the exact opposite of that. Taking off in a Quinjet, blasting robots with your powers; your body is tearing itself apart, Carol. This was reckless."

He saw the anger flash in her eyes. "I have never been one to take things lying down, Peter Parker," she said. "And I wasn't about to do it this time. Not when I could still help you."

Peter slammed a cabinet door, crunching the steel. "Carol, you are _dying_. Following your doctor's orders is playing it safe, not taking it lying down." He clipped the plastic bag over her head and took the glove off her right hand. He frowned when he saw her eyebrows perk up. His voice was shaky, each breath racking his body, and his eyes stung with pregnant tears that he was desperately trying not to birth. "I swear to God, if you make a joke about me not really being a doctor," he said, trying to roll her sleeve up past her elbow. Frustrated when he couldn't get it higher than her forearm, he gripped the cuff with his fingers and ripped the sleeve up to her bicep. "Sorry," he said. The twitch in her left eyebrow went unnoticed.

Lacking a tourniquet, Peter spun a web between his hands and wrapped it around her arm, bringing her veins to the surface. Somehow managing to find the vein on the first try, Peter attached a line to the I.V., then removed the web from her arm. He set an oxygen mask over Carol's face, then sat next to the gurney, pulling off his gloves and unclipping his web shooters.

Peter hung his head and let himself breathe for a minute, listening to the oxygen tank click with each breath Carol took. Then he heard her voice through the mask. "Peter," she said.

He couldn't help himself. "Yes, Lord Vader?" he asked, turning to her and smiling.

He'd expected her to roll her eyes, but she just looked at him, the blue piercing through him. "Your arm," she said. "Take care of your arm."

Peter had completely forgotten about the wound in his arm in his haste to get Carol situated, but now the pain was back in full force. He rose slowly from his seat and pulled hydrogen peroxide and gauze down from a shelf. He stripped off what remained of his red-and-blue shirt, letting Carol see the wealth of new injuries that spread across his back: several new bruises, some electrical burns.

Before she knew what she was doing, Carol reached her hand out and brushed her fingertips against the largest bruise, on his left side, near his heart. "Peter," she whispered.

The contact sent cold lightning through his body, but Peter didn't jump away from her touch. Instead he just turned around, his eyes meeting hers again. "I'll be okay," he said, pouring the hydrogen peroxide over his left arm and wincing at the sting. As he wrapped the gauze around the wound, he let out a small smile. "I've had worse."

Peter pulled his shirt back on, then sat back down next to the gurney and grabbed the files. He started flipping through them, wondering if Doom had taken a chance to look at them, maybe add something to the notes that were already there. But nothing about them had changed. Both he and Fletcher's notes were intact, however, which was certainly better than trying to start from scratch. And a few more flips produced the formula itself, which made Peter realize that he didn't actually have a cure for Carol. He'd never figured out what kind of damping agent he could use to keep the Vita Rays from killing her.

Not that he'd really had time to run tests before, but now he was _really _out of time. More than likely, Carol using what little power she had left had accelerated the process of her DNA's decomposition. She could be down to a matter of hours, now, or minutes. He didn't have any way to be sure, and that terrified him more than anything else. Having Steve take the six hours to fly them back to New York could be fruitless, but Peter didn't see any other options. At least in the city, he had resources, and help if he needed it.

He glanced up from the papers to look at her. She'd fallen asleep from exhaustion, and Peter honestly hoped she stayed that way until they got home. He couldn't imagine the kind of pain she was in, and was hoping that the medicine he'd given her was helping with that. She looked peaceful for once, a bit more like her old self.

Until the clicking stopped from the oxygen tank.

Peter snapped up from his seat, the papers scattering across the floor, forgotten. He grabbed Carol's hand and put his other on the side of her face. "Carol," he said, "Wake up. Talk to me." He knelt down to eye level with her chest, checking to see if it was rising and falling. Nothing. Moving his hand from her face, he checked for a pulse and found nothing there either.

"Cap!" he shouted. "She's going into cardiac arrest!"

Steve leapt out of the cockpit and moved to the back of the plane as fast as he was able. "What do you need?" he asked.

"Give her CPR while I get the defibrillator," Peter said, pulling the oxygen mask off her face.

"I don't know if I have the strength to contract her heart right now, Peter," Steve said. "You do it. I'll find the defib."

Peter nodded, pulling the zipper down Carol's costume, stripping the fabric away from her chest, then cupping his left hand over his right, intertwining the fingers. He placed them just over her heart and started pushing down, counting out loud, "One, two, three, four, five." On the fifth push he pinched her nose, opened her mouth and breathed into her.

He repeated the process twice more before Steve had the defibrillator ready. "Clear!" Steve shouted, slamming the paddles down on Carol's chest. The electricity jolted through her, popping her torso off the gurney.

Peter checked her for a pulse. "Still unresponsive," he said, starting the CPR again as Steve recharged the paddles, this time to a higher voltage. "Come on, Carol," Peter said, "I'm not losing you. Not now, dammit." He kept pumping. "Come on!"

"Clear!" Steve called, and Peter stepped back, running his fingers through his hair. Carol's body jolted up and down, then Peter checked her, sighed, and started pumping on her chest again.

"Peter," Steve said.

"Again," Peter said. "Crank it all the way up."

"That could do more damage than help," Steve said.

"She's got superhuman durability, Cap, for all we know those first two shots tickled," Peter replied.

Steve sighed and turned the knob as far as it would go, listening to Peter's rhythmic counting. "Peter," Steve said, his voice quiet.

"Shut up, Steve," Peter said. His forehead was caked with sweat and dried blood, and the bandage on his left arm was soaked through red.

"Just talk to her," Steve said. "You'll regret it otherwise. Trust me on this one."

Peter raised his head from hers, returning from another breath. Tears ran almost unseen down his face, mingling with the sweat. "I can't," he said. He heard Steve open his mouth to speak again, but cut him off before a word got out. "Are the paddles charged?"

Steve checked the gauge and saw that they were ready to go. "Clear," he said softly, shaking his head.

The defibrillator released its energy into Carol's body, and she shot off the table, landing again on her back. Peter knelt down next to her, felt her neck, and found a slow, rhythmic pulse.

"Oh, thank you, God," he said, and impulsively he raised up and kissed her, a short peck on her forehead, before pulling away from her.

"More," Carol groaned out. Peter leapt back in shock, but Carol reached her hand out and gripped his tightly, turning to look into his face. "More… energy…" she whispered.

"I thought your absorbing powers weren't working?" Peter asked, leaning closer to her so she wouldn't have to speak loudly.

She shook her head. "They go in and out," she said. "I just absorbed that last shock, but I need more."

Steve started charging the paddles again, but Carol stopped him. "It's not enough, Cap," she said. "Need something… bigger."

Thinking quickly, Peter reached into the ceiling, next to the light hanging over their heads, and pulled down some wires. "This jet runs on an arc reactor, right? Butt-loads of energy?"

Carol and Steve both nodded.

"Well then," Peter said, stripping the wires of their protective coating with his teeth, "Let's brighten things up."

He jammed the livewires into Carol's exposed chest, and she screamed at first, then started laughing. "Yes!" she shouted, sitting bolt upright on the gurney, soaking in the electricity. The lights in the cabin started to flicker, and she pulled the wires off herself. "Don't wanna run the batteries down," she said.

Steve walked back up to the cockpit, and Peter turned around, giving Carol some privacy to fix her costume. As he was facing away, he saw the pages scattered across the floor, the papers he'd worked so hard to retrieve discarded without a second thought. He bent down and started picking them up, his eyes glancing over each one so he could put them back in the correct file, when he came to one of pages detailing some of the events of the original Project: Rebirth. And he suddenly knew exactly what needed to be done.

"Carol!" he said, turning around just as she finished zipping her costume back up. "Can you absorb radiation energy?"

The energy Carol derived from the electricity went as quickly as it came, and she found herself needing to lay back down. "I can," she said, pulling the oxygen mask back down over her face. "But it takes forever for me to get anything out of it. Heat and electricity are much quicker and stronger sources."  
"That's okay," Peter said, jogging up to the cockpit. "It just matters that you _can._" He sat down in the right seat, next to Steve, and pulled a headset over his ears, setting the microphone in front of his mouth. "Get Tony on the horn, Cap," Peter said.

Steve reached forward and turned a few knobs, then pressed a button on the yoke. Before he could say anything, Tony's voice started shouting over the radio. "Carol Susan Jane Danvers, if you weren't already dying I'd light you on fire myself! Are you a complete crazy person, or…"

"Shut up and listen, Tony," Peter snapped, a bit more harshly than he intended. "It's Peter. We've got Carol, but things are getting worse. Steve and I just barely managed to resuscitate her from a cardiac arrest."

"I should say things are getting worse," Tony replied, "Her charts look as bad as Stark Industries stock reports after I shut down the weapons division."

Peter ran a hand over his face, wincing at the sting over his nose and cheekbone. "Tony, I know what to do, but I need it to be ready by the time we get back to New York," he said before turning his gaze to Steve. "Which should be?" he asked, trailing off.

"About four and a half hours," Steve said.

"About four and a half hours," Peter repeated.

Peter heard Tony rustling around on the other end of the radio. "Ok, Pete," Tony said finally, "What do you need?"

"I need you to find the old Rebirth chamber," Peter replied.


	15. Chapter 15

_**A/N: Hello and belated Happy New Year, friends, and welcome to Chapter (Two-Thousand) Fifteen! (Heh... see what I did there?) Anyway, this chapter was... a bear to write, for several reasons, but I hope you enjoy it nonetheless! Please read and review, I really appreciate it, and yes, in case anyone is wondering, I am planning a sequel to this story (several, in fact). And, as always, thanks in advance!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Fifteen**

The Quinjet banked in the New York airspace, but Peter's equilibrium remained unaffected. He leaned against the turn, holding onto Carol's hand, just as he had been for the past four hours. She'd fallen asleep during his conversation with Tony, and Peter had been sitting next to her in silence since then, listening to the clicking of the oxygen tank as she breathed.

"We're here," Steve called.

Peter rose from his vigil and pulled his mask on, leaping out of the Quinjet as the door opened in the side of the plane. He sailed down into the concrete canyon, smiling despite himself. He was home.

The wind licked his cheek as he fell, and tousled the hair sticking out of the remnants of his mask. He fired a web out of his right shooter, careful not to use his left in case his arm couldn't take the weight, and swung down to the street, landing on the roof of Horizon Labs.

He crawled back through the same ductwork he'd used to escape after Doom's attack, landing in his lab. The rubble had been cleared away, and thankfully the sealed room that contained all of his different Spider-Man suits had gone undamaged. He pulled the formula out of the small pocket on the inside of his suit and started searching the room, trying to find the components he'd used previously to create the Vita Ray isotopes. He'd thought about using the isotopes he'd already made, but after a few quick calculations realized that the half-life of the artificial radioactive material was incredibly short, rendering what he'd already made useless.

Peter gathered what he could salvage into a web sack and slung it onto his back. He didn't have everything he needed, but he was sure that Tony would have the rest. The bag gave him some difficulty with climbing back through the ducts, but he managed to make it back to the roof with everything intact. He swung into the sky, the sack tied around his waist and shoulders, and bounced off one of the buildings, flipping into the Quinjet.

"You got everything?" Steve asked.

"Everything that survived," Peter replied, pulling off his mask. "Let's get to the tower."

The plane screamed over the skyline, hinging another turn toward Avengers Tower. The approach lights blinked as the side of the skyscraper opened, allowing the Quinjet access.

As the vertical engines began to lower the plane, Peter unhooked Carol from the I.V. and removed the oxygen mask, then lifted her into his arms. Steve lowered the ramp, but it moved too slowly for Peter, and he walked down the incline, maintaining his balance until he reached the floor, where Tony and Jessica were waiting.

Tony reached his armored arms forward. "You look like hell, Pete, let me…"

"Don't," Peter said, walking past them. "Did you find the chamber?"

"I did, yeah," Tony said, falling into step behind Peter. "I didn't have time to hook it into the city grid, like Dad did, but I did manage to rig something into the arc reactor in the basement." He stopped for a moment, holding out his arms and turning to the room in both directions.

Jessica knocked on his helmet. "Hey, Tin Man," she said, "You can fish for compliments after Peter saves my best friend, okay?"

"Who's fishing?" Tony asked. "I'm expecting."

"We have work to do first, Tony," Steve said, hobbling his way out of the plane.

"Holy crap, you look like crap," Tony said. "Jess, help Steve down to medical. I'll go with Peter and get everything set up downstairs."

Jessica wrapped her arms around Steve and started walking with him toward the door. "Ok, I'll meet you down there once I get Cap situated," she said.

"You can't," Peter said. "I had Tony armor up for a reason. The Vita Rays will kill anyone they come in contact with. I can't risk anyone being exposed." He turned and walked out the door, making his way to the elevator.

Jessica rushed out the door after him, practically lifting Steve off the ground. "What about you?" she asked.

"I've already been exposed," Peter said, pushing the button to call the elevator.

"Then why aren't you dead?" she asked.

The doors opened and Tony stepped inside, followed by Peter. "I got bit by a spider," Peter replied as the doors closed.

Peter heard a thump as Jessica kicked the doors and screamed, "You're full of crap, Peter Parker!"

As the car descended, Tony turned to Peter. "How is this gonna work?"

"I'm going to need a few things from you to finish making the isotopes," Peter said. "Then we'll plug them into the Rebirth chamber and crank it up."

Tony raised his hands. "Whoa, whoa, back up. _Making _the isotopes? I always thought the Vita Rays came from some super-rare natural source, possibly alien fossils or something. They're artificial?"

Peter nodded. "Erskine was way smarter than anybody knew," he said. "The man not only develops the Super-Soldier Serum, but _creates_ a radiation to empower it? That's Reed smart."

"But how does it work?" Tony asked. "I mean, we know what gamma radiation does, given the right circumstances, but it can't be like that, can it? Gamma's too unpredictable."

"It's like an anti-radiation," Peter said. "It energizes rather than destroys. The problem is that it energizes too much, causes cells to burst."

Tony tapped his armored finger to his chin. "So it must need something to disperse the effects, weaken them so the cells aren't killed."

"That's what the serum did for Steve," Peter said. "And the spider's venom for me."

Tony's eyebrow's shot up. "For you? What do you mean?"

Peter shrugged his shoulders. "I've never known what kind of radiation the spider that bit me was exposed to," he said. "I just knew that the radioactive venom gave me my powers. Evidently, the son of one of the guys working on Project: Rebirth found the formula for the radiation in his father's effects and became a scientist trying to figure it out. It was his demonstration that I attended when I was in high school."

For a brief moment, Tony Stark was rendered speechless. "Are you sure?" he finally asked as the elevator doors opened to the basement.

"It was all in the Super-Soldier file Steve gave me," Peter said, following Tony into the massive room, where the metallic Rebirth chamber sat a few feet in front of the circular and seemingly rotating arc reactor. "All the information about the scientist, even one of the original flyers that drew me to the demo in the first place."

They walked over to the chamber, and Peter laid Carol down inside. She was a bit shorter than Cap was now, but Peter could only imagine skinny Steve standing in the thing. It was all he could do to suppress a laugh at the thought.

"So did you find something that could work for Carol?" Tony asked.

"Nope," Peter replied.

"Then how is she going to survive?" Tony asked.

"She's going to absorb the radiation," Peter said. "She soaks up the energy, it restores the bonds holding her DNA together, no nasty side effects like frequent headaches, drowsiness, nausea or death."

Tony started checking the connections between the chamber and the arc reactor while Peter opened the web sack to pull out the components. "Peter," he said. "Are you sure about this?"

Peter stopped for moment. "It's the only chance she's got," he said. "That's enough for me."

"But what if her powers aren't working?" Tony asked. "What if she still needs something to dampen the energy?"

"Tony," Peter said. "I can barely make it from one step of this plan to the next right now." He spread the parts out on the floor, looking at each individually so he could find what was missing. "If I stop to think about everything, I honestly might just shut down."

The armor clanked on the concrete as Tony walked over. "Peter," he said, putting a hand on his friend's shoulder, "What do you need?"

Peter pulled his eyes away from the components in front of him and looked at Carol. She was still sleeping, lying in the Rebirth chamber like it was a bed. All Peter saw, however, was how much it resembled a coffin. He knew what he wanted to say, what he _should_ say, but he just couldn't bring himself to do it. "I need to find the lab," he said instead, "Not yours. Bruce's. I need natural science, not engineering."

Tony pointed the way to him, and Peter took off, actually having to swing through the basement it was so large. Sighing, and with a final glance at Carol in the chamber, Tony lowered the face plate on his armor and returned to double-checking his work.

**XXXXXX**

Jessica Drew was not happy. She did not like the idea of being kept away from Carol's side when her friend had done something so careless. Jessica knew where it stemmed from, of course, but that didn't mean it wasn't going to kill Carol all the same.

She laid Steve down on one of the other beds in the medical wing, careful to avoid further damage to his rib cage. "How're you doing, Cap?" she asked.

"I'll be much better once I get wrapped up," Steve said, grunting as he pulled his shirt off.

Jessica turned around to grab the bandages. "Where's your shield? You didn't lose it, did you?" she asked.

A crack echoed through the room as Steve popped his nose back into place. "No," he said, sniffing. "I think it's still where Peter left it in the plane."

She started wrapping Steve's torso, feeling to make sure his ribs were all back in place. "Peter had your shield?"

As she bandaged him up, Steve told her about what happened at Castle Doom: what was in the vault, how Peter defeated Doom, how Carol saved their lives by showing up when she did.

"Damn," Jessica said when he finished. "A massive vault full of contingency plans? A giant Doombot powered by a Cosmic Cube? Peter probably just saved all of our lives."

Steve chuckled. "He didn't even notice," he said. "The vault was an afterthought; it didn't have the research, so he just moved on. Didn't even consider what he'd just done."

Jessica shook her head. "Do you think he even realizes he's that strong? To basically take on Thor, Kang, Ultron, an army of Doombots, not to mention the good doctor himself, and come out on top?"

"Not a chance," Steve said. "He'll chalk it up to luck, or significantly overplay my contribution to the fight. The man only seems capable of taking credit for his failures." He eased himself off the bed and walked over to a drawer, pulled out a t-shirt, and slipped it over his head.

"What about Carol?" Jessica asked. "Do you think she'll be alright?"

Steve turned his head to look at her. "I think she's in the best hands she can be," he said.

Jessica stood and started pacing the room. "I suppose you're right. I just wish we could go down and see them."

"I think it's better if we let them work," Steve said, lying back down on the bed.

She walked back over to him and sat down in the seat next to the bed. After a few minutes of silence, she asked, "Are you worried?"

"Only if he can't save her," Steve replied.

**XXXXXX**

Carol awoke to find herself lying in an open metal chamber, the leather beneath her back terribly uncomfortable. "Peter?" she called.

"Hey there, pretty lady," Tony said, popping his armored face over the side, the faceplate snapping up to reveal his usual cocky grin.

"Put a sock in it, Stark," Carol said, smirking. "Where's Peter?"

Tony shrugged. "He left a couple minutes ago to go get some stuff from Bruce's lab. He'll be back soon."

Carol tried to sit up, but found she just didn't have the strength. "Where are we? And why are you armored up?"

She heard some clanging behind her, the telltale whirring as Tony moved around in his armor. "Basement of Avenger's Tower," he said. "You're lying in the original Rebirth chamber, built by one Howard Stark, esquire, which is hooked into the tower's arc reactor, built by one Tony Stark, Iron Man. We're gonna try to juice you with radiation, so I slapped on the armor to be safe."

Carol raised her head. "What about Peter?"

"I've already been exposed," Peter said, swinging overhead and landing next to the chamber. "It can't affect me anymore." He looked down at her, and she gave him that smile again. He tried to return it. "I'm glad you're awake," he said.

She smiled a bit wider. "Hopefully I can stay that way for a while," she said.

Peter turned away from her, back to the components that were laying on the ground. He placed what he'd gathered from Bruce Banner's lab carefully on the floor next to them, then turned back toward the chamber. "Ok, Tony," he said, "Faceplate down, shields up. No chances."

Tony's mask clanged as it fell into place, then a small hum filled the air in room as he turned on his shields. "Ok, Pete," the hollow sound of his voice came through the armor, "What's next?"

Peter walked back over to Carol. "Can you tell when your powers are working or not?" he asked.

"Kind of," she said. "I can't really tell when it starts, but if I'm absorbing something I'll be able to feel if it's fading."

Peter rubbed his chin. "So it's not an on/off thing, it's a slow burn?"

"Yeah," Carol said.

"Awesome, then I know what to do," he said, turning back to the components. "Tony, go stand next to Carol, and juice that stunner in your gauntlet."

Tony did as he was asked. "I see what you're doing. Once she absorbs the electricity, time to turn on the radiation, right?"

Peter fitted several of the pieces together on the floor in front of him, and they started glowing. "You got it," he said. He looked up at the chamber. "We're going to have to shut her in until I can get this into the machine."

"Hope you're not claustrophobic," Tony said, flipping some switches on the chamber's side. The doors started to close around Carol, and when the top shut, her eyes were barely visible through the viewport. "You ok in there, Carol?" Tony asked.

She took a breath. It was a tight squeeze, to be sure, but no worse than some of the spots she'd been in before. "I'm good. Just ready for this whole thing to be over with," she said.

Peter finished compiling the isotopes and held them up for inspection. "And there you have them, Mr. Stark," he said. "Two sources of the world's first and only synthetic radiation. Half-life of about twelve hours, making it perfect for those late-night parties in the Village, except that it kills every living thing in sight." The dull white glow shone through the room, competing with the pale blue shimmering out of the arc reactor. Peter leapt up to the two machines hanging over the chamber, from which large tubes hung that would lock into either side of the machine. These would feed the radiation into the chamber itself, and distribute it evenly over Carol's body. He inserted a component into each of the machines, then fell back to the ground, where he locked one of the tubes into place while Tony attached the other.

Taking a step back from the chamber, they surveyed their handiwork. For having been found and thrown together in a matter of about five hours, it didn't look too shabby. Several of the tubes leading from the back of the chamber to the arc reactor looked attached with duct tape, but other than that, it appeared rather professional. "You wanna get started?" Tony asked.

"Yeah," Peter said, walking over to the chamber. He opened it up, and Carol turned to look at him. "Everything's ready," he said. "Are you?"

"You know it," she said, smiling.

He grabbed her hand. "You're gonna make it out of this," he said. "I promise. This is gonna work."

Carol squeezed. "It better," she said, "Or prepare to be haunted every moment of your natural life."

Peter explained the plan: Tony was going to shock her with as little electricity as he could; once she felt herself absorb it, she would let them know, and they would close the chamber, then turn on the Vita Rays. She would absorb the radiation until she felt her powers start to fade, and they would shut it down. Carol nodded her assent, and Peter walked over to the control panel, standing next to the valve that would open the radiation vents.

Tony held up his gauntlet, electricity sparking around his fingertips. "This might hurt, if you don't absorb it. I don't know if your durability's on or not either, so I'm just gonna apologize up front." He gripped her bare hand, then discharged the energy.

Carol screamed at first, then felt the energy soak into her body. "Hit it!" she called, pressing herself into the rough leather of the chamber. Tony stepped away from her, flipped the switches and watched the metal doors hiss as they closed over her.

Once the chamber was closed, Peter started slowly turning the handle in front of him. "I love you," he whispered, praying that he wasn't wrong, that he hadn't miscalculated somewhere.

Light funneled into the chamber, flashing out through the viewport. The top of Carol's head could be made out in silhouette, and Peter could see her thrashing back and forth. He continued cranking the valve, knowing that she would most likely need to absorb a massive amount of energy in order to counteract the damage that had been done to her body. Once he hit about seventy percent, she started screaming. Before Tony could move, Peter was on top of the chamber. "Carol!" he yelled. "Are you alright? Should we shut it down?"

Several seconds passed, and Peter couldn't feel his heart beating. "No," Carol finally said. "I'm okay; I can take more, keep cranking it up!"

Peter turned back to the control panel and saw Tony, who'd had the foresight to take his friend's place. Peter raised his thumb and Tony nodded, turning the valve up further. Carol kept screaming, and the sound was tearing Peter's heart from his chest. "We're at a hundred percent!" Tony called, and Peter raised a hand in acknowledgment. Now it was just a matter of waiting until she couldn't absorb any more or her powers started going out.

Another few seconds went by, Carol's screaming the only sound in the room. Finally, she said, "You might want to start shutting it down, I can feel my powers weakening!"

Peter turned to Tony, giving him a thumbs down signal. Tony nodded, and started cranking the valve down to close the radiation vents.

Except nothing happened.

"Tony, shut it down!" Peter yelled, flipping back to the control panel.

"I did, it's back down to zero," Tony said. "There must be something wrong!"

Peter picked him up and threw him toward the chamber. "Then get over there and fix it, that radiation _cannot_ be on when her powers go out!"

Tony flew up to the machines over the chamber, checking the connections and running diagnostics. Peter, on the other hand, felt completely helpless. If there was something wrong in the engineering, then there was nothing he could do. He would just have to leave it to Tony, trust that his friend could find and fix the problem before…

"Guys!" Carol yelled. "It's starting to hurt!"

That was all it took. Peter leapt over the chamber and just started ripping cables out of the back. "Tony! Just shut it down! Destroy it! I don't care!"

"Peter, don't!" Tony called, landing next to him. "You could just make things worse, we might not be able to shut it off at all!"

"Then take the cables out of the chamber," he said leaping up to the side. "At least the radiation won't be funneled into her!"

Tony flew up and grabbed his arm. "Peter, think! If you take the cables out, and the radiation funnels into the room and reacts with the arc reactor, it could take out the entire tower, not to mention the surrounding real estate! You know that!"  
"I won't lose her, Tony!" Peter shouted. "What's our best option?"

Tony sighed. "Rip the cables out of the back. Shut down the power to the whole setup."

Peter dropped to the floor, grabbed every cable sticking out of the chamber, stuck his feet to the back of the machine, and pulled with every ounce of strength left in his body. The wound in his left arm split open again, and blood poured down, dripping onto the cables. He screamed incoherently, the sound a mixture of anger and anguish, and the wires started to come free.

"Peter!" Carol cried, her voice shrill in the chaos. "Peter!"

Tony flew to the machines overhead and started pulling their power cables, the force of the first damaging his gauntlets.

With a final cry, Peter pulled the last of the massive cables free, and the light in the chamber darkened. In the moments it took for his eyes to adjust to the new lack of blinding light, Peter crawled to the front and ripped the doors away, sending them flying across the basement. "Carol?" he asked. "Are you alright?"

Steam flowed freely out of the now opened chamber, and Peter couldn't see her clearly, but when Carol took a step forward, she looked healthy. Like herself. But her hands, and her eyes, were glowing white. "It was too late," she said.

"No," Peter whispered, stepping back from her. He would have fallen if he hadn't been sticking to the foot of the machine.

"It was too much, I…" her voice sounded like static, like there was too much reverb on a microphone. "Peter, I…"

She fell back against the leather and started convulsing, her whole body sparking with white energy. Peter jumped on top of her, his feet on either side of her body, sticking to the back of the chamber. "Carol!" he said, holding her face. Tears streamed freely down his cheeks. "You're gonna be alright! It's okay, you'll be okay!" The white energy flashed over his hands and arms, burning his costume, singing his skin, but Peter didn't notice. He wasn't leaving her. "Stay with me, Carol! Come on, stay with me!"

Tony grabbed Peter around the waist and attempted to pull him away, but only succeeded in bending the metal underneath Peter's feet. "Peter! You've got to let go! If we don't get out of here, we could die too!"

The room had started to shake with force, but Peter refused to budge. "She's _not_ dying!" he said, grabbing Tony's hand and throwing him into the stairwell. "Get everyone out of the building!"

Tony hesitated, like he wanted to argue, but after a few seconds he flew up the stairwell. As soon as he was gone, Peter fired web lines into the two chamber doors he'd just ripped off the machine and pulled, catching them just as they were about to crash into him. He placed them where they should be, then closed the chamber's lid, still seeing Carol's head through the viewport. Finally, as spiders do, he crawled all around the structure, webbing it together in a massive cocoon, then webbed two long lines around the doors themselves, which he used as leverage to put his weight on them. "I'm right here, Carol," he said. "I'm not going anywhere."

The room stopped shaking, but the light from the viewport grew brighter and brighter, so much so that Peter was forced to look away from it. One last time, Carol screamed.

The world around him flashed white, and burned.


	16. Chapter 16

_**A/N: Hello, friends, and welcome to Chapter Sixteen! I know this one's pretty long, and I apologize, but there was quite a bit of stuff I wanted to cover, and it kind of just kept coming. Please read and review, I would really appreciate it, and as always, thanks for reading!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Sixteen**

Tony flew up the square-shaped hole in the emergency stairs, the white light flashing from the basement brightening the hallway like daylight. "Jarvis," he said, "Hit the alarm, evacuate the tower. And drop the shielding from the basement, the arc reactor's about to go up!"

"Yes, sir!" Jarvis said, and instantly blinking red lights illuminated the stairs, the screaming sound of the alarm nearly drowning out the armor's repulsors. He kept going, hoping to reach the top floors and grab some of the Avengers who couldn't fly. His thoughts turned to his friends in the basement. _God, Carol, I'm so sorry. If we'd had more time, maybe we could have thought of something less volatile…_

He flew into the common room, bursting the doors from their hinges. Luke Cage and Danny Rand were standing at the entrance to the hall, ushering Clint, Natasha, Bobbi and Logan toward the balcony. "Tony!" Cage shouted. "What's going on?"

"Luke! Where are Jessica and Dani?" Tony asked.

"Not here, Jess took Dani to see her mom," Luke replied.

Tony grabbed Luke and Danny around the arms and started moving them down the hall. "Best news I've heard all day," he said. "Now let's get the hell out of here."  
They flew down the hallway, landing next to the balcony doors, where they were met by Thor. "Iron Man!" Thor said. "What is the distress?"

"Grab a couple buddies and fly, Big Guy, we've got to get away from the tower," Tony replied, hefting Natasha onto his back.

"What's going on?" Natasha asked.

"The arc reactor in the basement is about to go kaboom," Tony said. He took off into the air, going slow so as not to lose anyone, and landed on a roof two blocks from the tower.

"Did I just hear you say," Logan said, dropping from Thor's back as he landed, "That the arc reactor is going up?"

Tony didn't answer, and instead kept staring at the tower.

"Aren't Peter and Carol down there?" Logan continued, his voice a low, rumbling growl.

The blue lights of Iron Man's eyes looked down at the rooftop.

"Stark!" Logan shouted, his claws extended and ready to rip Tony's armor off piece by piece. The only thing that kept him in place was Thor's hand on his shoulder. "What happened? What did you do?"

Tony never got a chance to respond, as white light flashed up from the basement, rising from the bottom as though it were a carnival game trying to ring a bell on the roof.

**XXXXXX**

Jessica rose as soon as the alarm started, rushing around the room and trying to find a wheelchair or something she could use to get Steve out of the building. Finding nothing immediately at hand, she elected to simply try to lift him off the ground and fly him out.

"Argh!" Steve groaned, grabbing his ribs.

"Sorry!" Jess said, laying him back down. "I guess that's not gonna work."

"Probably not," Steve replied.

She wiped the back of her hand across her brow. "I probably couldn't carry you and fly anyway," she said. "Dammit, this has to have something to do with Peter and Carol."

Steve eased himself back off the bed and onto his feet. "We can't worry about that right now," he said. "We need to get out."

Jessica nodded, and walked over to Steve, putting his arm over her shoulders. Tears were running unbidden down her cheeks, stinging hot as they reached her lips and salted her tongue. She knew something had gone wrong with Peter's cure, and that her best friend may very well be dead. But she also knew her responsibilities, and that she couldn't abandon Captain America to go rush into a situation where she'd most likely be in the way.

As they reached the doorway, however, they felt, more than heard, a rumbling rushing through the floor, and realized that they had run out of time. But a second later they heard a much more present rumbling as the Hulk smashed through the side of the medical center, grabbing them both and wrapping them in his massive green arms. Hulk dropped to his knees, sheltering Steve and Jess with his bulk, as bright white light exploded into the room.

**XXXXXX**

Tony looked back at the tower and thanked everything he knew of that it was still intact. Which said nothing for the interior, but at least the buildings, and more importantly the people, around the tower were fine.

"Oh, man," Clint said. "Jess and Steve were still in medical!"

"Did we forget about Peter and Carol being _in the basement?" _Logan shouted.

"Jarvis?" Tony said, turning his head. "What happened?"

"I managed to filter the majority of the explosion's energy through the arc reactor and into the rest of the tower," the A.I. said. "I'm fairly certain it burned out everything that requires electricity, however."

"Don't worry about that, it's just stuff," Tony said. "What about anyone left inside? Is everyone ok?"

Jarvis was silent for a moment. "I'm afraid the surge has also destroyed my sensors in the tower, sir," he said. "I have no way of knowing."

"Dammit," Tony said, turning back to the group. "Ok, guys, we need to get back and check on our friends. Thor, take these guys up to medical and check on Steve and Jess. I'll head back down to the basement to look for Peter."

Logan snarled at him. "I'm coming with you," he said.

Tony held up a hand. "You can't," he said, "It's too dangerous, even for you. There's a ton of radiation down there right now."

"I'm not worried about getting microwaved, Stark," Logan replied.

"You should be," Tony said. "I honestly think if there's anything on this earth that could kill you, it's this stuff."

Logan growled again, but went back over to stand next to Thor, who spun Mjolnir in a circle over his head, creating a wind tunnel that carried the group back to the skyscraper. Tony waited a moment, then shot off the rooftop, electing to head for the basement from the ground floor.

He walked into the lobby, which was for once empty, and stopped for a moment in front of the statue he'd had made of the new Avengers team, where Cap stood in the center, his shield raised high, Iron Man and Thor on either side of him. Hulk loomed behind the trio, hunched over, his arms at forty-five degree angles to almost encompass the rest of the team. Luke Cage and Iron Fist stood to Iron Man's left, Danny in a martial arts stance, and Luke's arms crossed over his chest. Hawkeye and Black Widow were to Thor's right, the archer with a nocked arrow and the spy with her pistols drawn. Standing before Thor was Mockingbird, her escrima sticks at the ready, and in front of Iron Man was Wolverine, crouched, his claws extended and his face vicious.

But what caught Tony's eye was Captain Marvel, which Tony had been grateful to Carol that she'd told him about the costume change before he'd commissioned the statue, flying right over Hulk's head, the stone trail left in her wake still somehow dramatic. And Spider-Man, crouching in front of Cap next to Spider-Woman, his hand extended in his classic web shooting gesture, as though any second the viewer's eyes would be covered in webbing. Tony could just imagine what Peter would say if it were real. _Hey, man, the gallery's free. Move along so somebody else can get a look._

Tony Stark was not a religious man. But as he walked away from the statue toward the stairs, he said a silent prayer, asking that his friends be alright. Not just because he wanted them to be alive, but because he didn't want to walk past that statue every day and have to apologize for failing them.

**XXXXXX**

Carol awoke in what she thought was a war zone. Stretched out before her was a mass of concrete rubble and smashed technology. She reached her hands out, grabbing the edges of the metal chamber she was in, and found them to be covered in webbing. As she looked out at the tank itself, she was reminded of a story Peter had told her where he'd been so badly injured at one point that he'd wrapped himself in some kind of cocoon to escape death and emerged fully healed. She smiled at the comparison.

Suddenly her memories came flooding back to her; where she was, why she'd been in that chamber, what had happened just before she lost consciousness. She remembered power, almost as much power as she'd had as Binary, but it was too much, she felt like everything was going to blast through her, like she was going to burst; she remembered Peter, right in front of her, saying something, his voice drowned out by the rush of energy. She saw the doors closing over her again, heard Peter's voice, heard herself screaming, then the energy, exploding out of her, so much she knew it would be all of her, everything she had, and Peter…

_Peter_.

"Peter?" she called, looking around the room again, this time scanning for signs of him. At first, all she noticed was rubble, the ruined remains of the control panel they had been using to turn on the radiation, but then she saw a round crater in the back wall, like something had struck it, and she looked down to see the chamber doors lying on the ground, hidden by a few rocks.

She flew out of the chamber, and took a second to register that she was _flying_. He'd _done_ it. She knew there would be tests, things that would need be looked at to make sure there didn't need to be further treatments, but in her heart she knew. She was herself again. She could soar the skies, break the sound barrier, fly to the moon and beyond if she wanted.

All thanks to Peter.

She floated over to the pile of rubble, moved some of the rocks out of the way and gasped.

The metal doors were bent backwards and singed, obviously by the explosion, and thin strands of webbing wisped from them like tattered curtains in a haunted mansion. Behind the doors, she saw Peter's hand, what remained of his Spider-Man costume.

And blood. God, there was so much _blood._

"Peter!" she screamed, lifting the ruined metal and tossing it aside. His body was bent in a horrible shape, crooked and twisted; blood was rolling out of his left arm, and his nose, but Carol couldn't figure out where so much had come from. At least until she lifted him off the ground, where she found his back filled with shrapnel, shards of sharp concrete that had stabbed into his body when the force of the explosion threw him into the wall. "Peter, can you hear me? Are you alright?"

He didn't respond. She wanted him to lift his head, give her that damn smirk she hadn't seen in so long, and say something irritatingly childish. She wanted his eyes to open. She wanted to crack a joke to him about how bad his hair looked, even though, caked with blood as it was, it somehow still looked fantastic. She wanted to feel him breathe. She wanted to hear him say her name.

She wanted…

"God, what a mess," she heard Tony's voice echo in the basement, his armor crunching over debris. "Peter!" he called.

"Tony, over here!" she said, floating upward to rise over the dust.

"Carol?" Tony cried out in surprise, flying up to meet her. "You're alive? You're _flying?_ I can't believe…"

His voice trailed off as he looked at Peter's body. "We need to get him to medical," Carol said, turning away from Tony to fly up the staircase.

"Wait," Tony said, following after her. "The explosion knocked out all the electrical equipment in the building. Medical's just going to be a sterile bedroom right now, if it's even that."

Carol shot up the hole in the stairwell, and Tony flew next to her, having to get close in order to avoid hitting the steps' stone partition. "Well don't we have generators or something?" she asked, not bothering to take her eyes off the numbers at the exits.

"The surge fried the machines, Carol, it didn't just turn off the power," Tony said. "We literally don't have anything that can help him right now."

She saw the number for the right floor and landed long enough to kick the door down before bolting down the hall. Light fixtures sparked overhead as she flew, the shattered white glass of their bulbs littering the hardwood. She could hear Tony jetting behind her, but she couldn't bring herself to slow down. Turning the corner, she almost slammed right into Thor, who was standing outside a massive hole in the wall of the medical wing.

"Carol!" the thunder god said, turning to her. "It is wonderful to see you returned to health, my friend. Are you well?"

"I'm feeling ok, Thor, but he's not," she replied, raising Peter's body slightly. "I need to get him in there."

She stepped around him, and unexpectedly walked into a room full of Avengers.

"Carol!" Jessica cried, rushing over to her best friend and hugging with all her strength. "Oh, my God, I thought you were dead!"

Logan clapped a hand on her shoulder. "Nice to see you walking around, Danvers," he said.

Several of the other took steps forward before she held Peter aloft again. "Guys, not that I'm not appreciative, but how are you missing the dying Spider-Man in my arms?"

"God, it's either one or the other of you, isn't it?" Bruce said, pulling a new shirt over his head as he walked into the room. "Put him down on the bed over here."

"I can't," Carol said. She lifted his body, bringing his head into her shoulder. If it weren't for the metallic smell of the blood, the burnt hair and cloth, the singed skin, she would have sworn there was a hint of cologne somewhere around his neck.

Bruce ran his hands through his hair and groaned. "I don't need to get any more agitated, I'm just coming down," he said, "But damn, that's… that's a _lot_ of shrapnel."

"Yes, it is," Carol said, her voice rising in frustration, "So can you start trying to get them out of him, please?"

Clint and Jessica pulled a bed over to where they were standing. "Lay him down on his side," Bruce said. "I'll see what I can do. Do we have any working equipment in here? Anything that wasn't plugged in? Anything that runs on a battery?"

The Avengers started searching the room while Carol laid Peter down on the bed, brushing her hand against his as she let him go.

His fingers stuck.

Very few members of the team knew that Peter's adhesive abilities required conscious effort, but Carol was one of them. "Peter?" she whispered, leaning in close to his face.

She heard him breathing now, so close to him, but it was ragged and shallow, uneven and difficult. "Y-You're…" he managed to say, "Alive. It… worked."

"Yes, it worked, Peter," she said. "You did it."

Someone pulled an oxygen mask over his face, and Natasha attached a heart monitor to his fingertip. Carol heard Bruce ask about the X-Ray, something about needing to see if any of the shrapnel was embedded beneath his skin, but she wasn't really paying attention. She saw Peter's eyes flutter open, bloodshot and darkened.

"Peter, I'm okay," she said, putting a hand on his cheek. "You need to let yourself rest, now."

His lips curled up beneath the clear plastic of the mask. "I… just wanted to see you," he whispered. "Make sure you were better…"

Bruce hadn't been paying attention to them, hadn't noticed that Peter was awake, and so grabbed a pair of tongs and pulled the largest piece of concrete from Peter's back.

The man cried out, and instinctively turned his body over, trying to protect his back with the bed, but this pierced many of the shrapnel shards into him further. He would have screamed if he hadn't started coughing up blood.

"Peter!" Carol said, gripping his hand and turning him back over. The sheen of red on the bedsheets glistened in the scant light passing through the window. His heart monitor started racing, then slowed down as Peter lost consciousness.

"Ok, everybody out!" Bruce called. He pointed to Tony, who was still in his armor, and said, "You stay, and get that crap off, we're gonna need your actual hands. And I know he can't perform it anymore, but I almost wanna call Strange and get him down here, just for expertise."

"Everybody includes you, Carol," Jessica said, grabbing her best friend by the arm.

She didn't move. Her fingers gripped tight to his, and she could feel her eyes getting hot, even saw little wisps of steam rising from where they evaporated her tears.

Jessica leaned down to where Carol was sitting next to Peter's bed. "We're not doing any good here. We should let the scientists have their space."

"I'm not leaving him," Carol whispered, carefully pronouncing each word so she couldn't be misunderstood. "He stayed with me, all that time. I'm not leaving him."

Jessica grabbed her friend's other hand. "He was here when he could be, yeah," she said. "But he was gone when he had to be. When he was in his lab, he knew that's where he would be helping you the most. That's what you need to do now."

Stephen Strange appeared in the room in a flash of purple light, and walked over to the bed. "By the Vishanti," he said, turning to Tony and Bruce. "We'll need to sterilize ourselves before we start operating." The doctors all walked to the sinks in unison, Strange conjuring several globes of light to substitute for the destroyed lighting in the room.

Carol rose from her seat and leaned over Peter's head, kissing his temple. "You're gonna be alright," she whispered to him. She took her hand from his hand brushed some of his hair, cracking it apart from where it was stuck together with his blood. "Strange is here, now, you're gonna be alright."

Jessica grabbed her again, and they walked toward the exit, past Doctor Strange, who was still washing his hands. Carol clapped him on the back as they walked out the giant hole in the wall. "Help him, Doctor," she said.

"We'll do everything we can, Carol," he said, drying his hands with a towel. Suddenly his head snapped up, realizing who he'd just spoken to. "Carol?!" he called, but they were gone.

**XXXXXX**

After a stop off at Carol's quarters so she could change out of her torn and tattered costume, Jessica walked Carol to the meeting room, knowing that her friend didn't want to go through the questioning she would receive from the rest of the team. They sat in chairs next to each other at the large round table, and a few seconds of silence passed between them before Jessica threw her arms around Carol's shoulders. "I swear, I thought you weren't gonna make it out of this one," she said.

Carol hugged her friend right back. "Hey, I'm tougher than I look," she said, smiling into the woman's shoulder.

Jessica squeezed, then leaned back against her chair. "You know that didn't have much to do with it this time," she said.

Carol turned her head, looking out the glass door and walls surrounding the meeting room. Shards of white fluorescent glass covered every inch of the floors, and the large flat-screen televisions Tony had put into the walls to constantly show the news from around the world had exploded outward, looking like shattered mirrors in an evil queen's castle. "I know," she said, sighing. "I just wish there were something I could do for _him_ now."

"Carol, you're doing it," Jessica said, leaning forward. "You're _alive_. That's all he wanted. He wanted his cure to work and for you to be safe. That's it."

She threw a hand in the air, waving Jessica off. "So... what? I'm alive and cured, he can die happy?"

Jessica's mouth said her next words before her brain could stop her. "Honestly, yes."

Carol stood and started walking around the circle of the table, dodging the glass on the floor. She made it to the other side before speaking. "That's ridiculous," she said finally, adding a scoff for emphasis. "He's got his aunt, his work at Horizon, being Spider-Man…"

"Carol!" Jessica shouted, cutting her friend off. She raised her palms in front of her, calming herself, then continued. "Do you have any idea what he went through? Just because he had a flicker of hope for something that _might_ save your life?"

"I…" Carol opened her mouth to speak, then closed it when she realized she had nothing to say. "No, not really. I mean, he fought Doom, I know that."

"Sit," Jessica said, and Carol followed orders, pulling out the chair in front of her. "He found a vault, in Doom's basement," Jessica continued, starting a slow walk around the circumference of the table. "Full of contingency plans. For _all _of us."

Carol swallowed.

"In addition to those, the vault was guarded by an army of Doombots, the Thor clone Tony made during the Registration Act, a half-complete Ultron and a robot that could pull weapons out of the time-stream like Kang." Jessica stopped next to Carol, placed her palms on the table, and leaned down to eye level with her friend. "Oh, did I forget to mention the giant Doombot head that was powered by a Cosmic Cube?"

Carol felt her palms get sweaty. God, just the idea of it terrified her_._

"He destroyed it," Jessica said, sitting down next to her. "The whole thing. All the contingency plans, all the tech, all the research. He probably saved all of our lives."

Carol looked down at the table.

"And _after_ that, he went and kicked the holy dog crap out of Doom," Jessica said. "Cap told me Peter beat him bloody; broke one of his legs, ripped off that metal mask and pulped his face." She watched Carol look up from the table to the ceiling, running her fingers through her short blond hair. When her friend put her hand back down, Jessica grabbed it, and Carol turned to her. "Why would he do all that?" Jessica asked.

Carol was silent for a few moments, her eyes darting around the room, like an animal. "I don't know," she said, finally, looking back in Jessica's eyes. "Because we're Avengers, teammates. He'd do that for any one of us."

Jessica shook her head slowly. "You know it's more than that, don't you?" she asked, her voice calm, almost matronly.

Carol shrugged. "Well, I do _trust_ him, obviously," she said. "I asked him to look into this whole thing with me…"

"Yes!" Jessica said. "There's a good place to start. Why did you ask _him_? He's a genius, yes, despite the mountains of evidence to the contrary, but you had to have known that Reed would probably have been the best choice, given his history with the Kree. So _why _Peter?"

Carol shook her head, her eyes on the symbol engraved in the table. "Like I said, I trust him. We're friends." She looked back to Jessica. "I just wanted to give him some… encouragement, I guess. He's always so down on himself."

"But isn't that part of his charm?" Jessica asked. "His self-deprecating sense of humor?"

Carol turned her body, facing her friend. "No, that's where so many people get him wrong," she said. "The only time he's not joking is when he's putting himself down." Her eyes turned back to the table, and she ran another hand through her hair.

Jessica couldn't tell if Carol had noticed how sad her voice had turned. "So you risked your life, just to boost Peter's self-esteem?"

Carol gave her a sideways glance. "I wasn't really risking my life," she said. Her mouth turned up in a smile. "I knew he'd come through for me."

Jessica smiled right back at her. "I know you can't see your face right now, but if you could…" she trailed off.

"What?" Carol asked.

Jessica shrugged. "I just don't see you smile like that very often," she said.

"Hey, I smile," Carol said, crossing her arms. "I smile all the time."

"Yeah, there just always happens to be a spider in the room," Jessica said.

Carol rose from the table and hugged her arms together. A few moments of silence passed as she walked around the other side of the table, a slight frown in her lips. "I think," she said, stopping in front of the glass door, "I'm gonna head to the common room. I'd like to see everybody."

"Carol," Jessica said as her friend put her hand on the door handle. "The man is in love with you."


	17. Chapter 17

_**A/N: Hello again, friends, and welcome to Chapter Seventeen! I hope that you guys are enjoying the series, I've been putting quite a bit of thought into what's coming next for Spidey! Please read and review, I really appreciate it, and, as always, thank you so much for reading!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Seventeen**

There was no thunderbolt, no sudden striking of realization. It was a settling of information, a blanket of soft snow easing onto evergreen branches. She felt Jessica's words like they were a well-worn key turning a lock it had opened hundreds of times before. Carol had been down this road herself often, wondering how Peter felt, whether the things he said and did came from a place of more than just friendship. But her conclusions had always been that he was just a caring person; that aside from great power and great responsibility, he also held great love in his heart, and he extended that love to everyone.

It was for that reason, the uncertainty, that she'd kept her own growing feelings to herself. Her greatest fear was not anther Skrull invasion or a visit from the World-Devourer; it was opening herself up to someone and having that door slammed back in her face. Her powers had made her used to being nigh-invincible, leaving her emotions as the only vulnerability she felt needed constant defense.

Now that it was out in the open, however; now that the uncertainty was gone, she didn't know if she could stop those feelings from growing too big for the box she kept them in. And she didn't know if she wanted to.

"Carol?" Jessica asked, rushing around the table and grabbing her friend's arm. She pulled Carol away from the door and sat her back down. "Are you feeling alright? You look pale."

Her head hung down into her chest, and Carol ran a palm through her hair to pull it out of her face. Her eyebrows turned up, wrinkling the center of her forehead. "Could you, um," she said, a slight smile on her face, "Could you say that again?"

Jessica grinned like a madwoman before leaning back in her chair, the grin closing to perfect smugness. "What's the matter," she said, crossing her legs, "You didn't hear me the first time?"

"Just double checking," Carol replied. _And… I kind of like the way it sounds._

The smirk never left Jessica's lips. "Peter Parker," she said, "Is in love with you."

Carol felt her mouth turn up before she could stop it, but a sobering thought brought it right back down again. "But he could be in there bleeding out right now," she said. "And we're sitting in here gossiping."

Jessica leaned forward and grabbed Carol's hand. "Hey, if something were really wrong, I'm sure we would've heard by now."

"Where is he?" Carol heard from the hallway, and though it was a voice she didn't recognize, she was almost certain she knew to whom it belonged. She stood from her chair and opened the glass door, just in time to see Tony walk past.

"Right this way, Mrs. Parker," he said, coming back the way he came with an elderly woman on his arm. Her silver hair was cut short, in a bob, and she wore a small jacket over a white top, with blue jeans and tennis shoes. Their feet crunched the shattered bulbs, and Peter's aunt didn't even seem to notice that she was being escorted by the infamous Tony Stark. Her eyes were forward, her mouth set into a hard line with a slight frown, accented by thick laugh lines in her cheeks that told a story of a long life full of joy.

Carol jogged down the hallway after them, Jessica only a few steps behind her. "Tony?" she asked, her voice more urgent then she intended. "What's going on? What's wrong?"

He turned, and Carol noted the spots of blood that had snuck past the apron and onto his lab coat. "Ah, perfect," he said, taking a few steps back and past Carol. "Jessica, would you mind walking Mrs. Parker down to medical, please?"

Her eyes darted back and forth between Tony and Carol for a moment, then Jessica turned to the elderly woman and smiled warmly. "Jessica Drew, ma'am," she said, extending her hand. "You must be Peter's aunt."

"May Parker-Jameson," she said, taking Jessica's hand and harshly pulling her down the hall. "Though you can call me Aunt May, everyone does. Now where…"

May's voice trailed off as she and Jessica continued down the hall, and Carol was about to follow them before Tony stepped into her path. "Not you," he said, putting a hand on her shoulder.

"The hell do you mean, 'not me'?" she asked, shrugging him off. "What's going on?"

Tony grabbed her by the elbow and turned her around. She thought about shoving him away and flying back down the hall, but she didn't want to risk hurting him. Her mind couldn't help racing, however; she was desperate to learn what was going on with Peter. _If they called his aunt down here, it means they needed his next of kin. Either to make some kind of medical decision for him, or…_

She let Tony guide her down the hall, past the common room and toward the stairs leading up to the training area on the next floor. "Tony, what happened to Peter?" she asked.

"Nothing you need to worry about right now," he said, opening the door to the stairwell. "He's stable, I think. I walked out to go find his aunt once Jarvis told me she was on the right floor."

Stable? He _thinks?_ That wasn't going to cut it with her. "Then what the hell are we doing? Go back to the operating room," she said.

"We need to get you checked out, first," he said as they reached the top of the stairs. "Reed's on his way with some new equipment, and I've got Peter's notes. We managed to get some power restored, and hopefully a few of the more protected machines up here will still be working."

Carol shook her head. "I feel fine, Tony. You don't need to worry about me right now."

Tony lead her down the hall, past the training room and into his workshop. "I know you do _right now_, Carol," he said sitting down at a stool. "But for all we know the radiation could be building up in your system. I need to know if you're a pressure cooker so you don't blow your lid and take my building along with you."

She plopped into a stool next to him, and they sat listening to the whirr of the workshop's machines for a few moments before Carol asked, "What did you need to call his aunt for?"

Tony sighed and turned away from the computer he'd been trying to get to stop flashing static every thirty seconds. "Peter's not… doing well," he said. "When he rolled himself over he... he's just not in the best of shape." He turned back to the screen and pulled the back off, his fingers moving with expert efficiency in the web of wires.

Carol knew that Tony could only concentrate when his hands were busy, but she hated that they were up there sitting around when Peter was downstairs struggling to survive. She was not comfortable with inaction. She was used to finding a problem and blasting it into oblivion, or punching it until it stopped moving. The fact that she was stuck in Tony Stark's workshop was eating her alive more than her "illness" ever had been.

She started the process of preparing herself for the worst, something she'd learned from her time in the military. It was best to see these things coming, to know that it was the inevitable end, and to accept that, especially in their line of work, a premature death was not only conceivable, but common.

That's what her superiors had taught her. And it didn't make the possibility any easier. She imagined his funeral, not Spider-Man's, but Peter Parker's; small, with few attendees. So many people Peter had known throughout his life had died young. She wondered how many of the Avengers would risk showing up in civilian garb; Steve would come, and Logan, but Luke and Danny's identities were public, and Thor wouldn't really have an option. Tony would secretly pay for the whole thing, given how often Peter had mentioned his aunt's financial troubles, how many times she'd heard him whispering to himself about going a month without water or power just so his aunt wouldn't have to go without hers.

A small sob escaped her as she pictured the Avengers' service, the one she'd attended far too many times already. All of them standing on the sides in their uniforms, the honor guard of the original members serving as pallbearers, carrying the casket with his costume to sit beneath the statue at the foot of the old mansion. Steve would stand and say a few words, talk about Peter's sense of duty, ask them all to take his mantra of "With great power comes great responsibility" to heart. Tony would go next, probably tell a few jokes and remind everyone of Peter's love of humor, how much he wanted to just make his friends laugh. Finally, after a few minutes of silence, because either no one else wanted to speak or no one else could, Carol would rise from her chair, unexpected, the flashbulbs from the attending media suddenly strobe lights in the mansion's hallway. She would walk to the podium and stand there, trying to compose herself, to steel herself so she could say the words she'd never gotten the chance to say to him otherwise.

The doors to Tony's workshop opened wide, and Reed Richards walked in, his arms wrapped several times around the six or seven different machines on his back. "Good afternoon, Tony, Carol," he said, wriggling like a snake to an empty section of floor. He flattened himself like a tarp beneath the equipment, then slowly untangled his arms from them before pulling his body out of the metal mass. As he resumed a more human shape, Carol couldn't stop the shiver that ran down her spine. Every time she saw Reed do his thing, she got a little freaked out.

"It's nine in the morning, Reed," Tony said.

Mr. Fantastic paused from stretching his arms up to grab the topmost machine. "Is it?" he asked. "Fascinating."

It took them several minutes for Reed and Tony to unload all the equipment, even with Carol's help, which they both protested against. She wasn't about to sit around waiting, however. She wanted to get back downstairs, and the quicker they got this over with, the better.

"Ok, well, obviously your flight and strength abilities are working," Reed said, scratching notes onto a yellow pad. "How about durability?"

Carol picked up a drill and turned it on.

"No, wait!" Tony said, just a few seconds too late, as Carol jammed it into her palm and the bit shattered against her skin. "That was my favorite drill," he said, his shoulders slumping.

"Shut up, Tony, the drill's fine," she said putting it down on the counter. She looked back to Reed. "What's next?"

Reed walked her over to a machine that had a large sheet of metal at the back with dozens of wires sticking out of it. "Your photon blasts," he said, cranking the power. The computer screen next to him whirred to life, and Carol could feel energy calling out to her from the metal sheet. "We need to determine if you're still emitting your regular levels and forms of energy. The metal at the back is vibranium, and the sensors will give me a readout as to how much and what kind of energy you're putting off."

Carol stepped toward the machine. "So you just want me to shoot it, right?"

"Uh, yes, yes that would do it," Reed replied.

She raised her fist, and yellow light glowed around her knuckles. Her mind turned back to Peter, lying unconscious downstairs just because he wanted to help her, bleeding out because _she_ asked him, _dying_ because...

Because he loved her.

Her fist disappeared in brightness of the light, and yellowed steam rose from the burning heat in her eyes. "Uh, Carol?" Tony said, "He just needs you to hit it, you don't have to try to blow it up."

She could feel the white in her knuckles, not just from how tightly she clenched her fingers but from the searing fire beneath them. She tried to refocus her thoughts, but her mind kept bringing her back to Peter. How angry she was that there was nothing she could do for him, when he'd done so much for her. How frustrated she felt, there in Tony's workshop running tests when all she wanted was to be downstairs, next to his bedside. How guilty she was that he was hurt because she had asked him for help, because she believed in him, because she…

A scream tore from her throat as energy exploded from her fist, throwing the rubber man next to her back several feet. The light struck the vibranium with an audible boom, the ripples of sound echoing through the workshop. The side walls leading down to the metal sheet were charred black, and smoke rose from the end of the machine.

Reed slunk his way back over to the computer and managed to get a look at the readings before the screen exploded. "Well," he said, bouncing the plastic shards off of his face, "You seem to be burning off some of the excess power of the radiation, but they're still photons." He stroked his chin, and it followed his grip as he pulled his hand away. "We should really run some other tests…"

"I'm fine," she cut him off, turning to walk back down the stairs. "Now would either of you like to bring your smart asses back downstairs to the person who actually needs your help?"

Tony rose from his stool and grabbed her by the elbow. "Hold on," he said.

Carol bent her arm and caught Tony's fingers between her forearm and bicep. His pinky gave an audible pop. "Tony," she said, her voice dripping with honey, "I really am fine. Please let me go downstairs."

Tony let go after his ring finger cracked. "Just let me get a blood sample we can look over," he said, shaking his fingers out and walking back to the table. He rummaged through several drawers before removing a needle and vial, which he screwed into a device that was sitting on his workbench. "Adamantium needle," he said as he walked back to Carol; she thumped the inside of her elbow a few times, raising her veins, and Tony jammed the needle into her arm. The vial filled with her blood, and as soon as he removed the device she flew past him, out the door and back down the stairs.

She slowed as she approached medical and saw Jessica standing in the hallway. "Jess?" she asked. "Where is he?"

Jessica turned around, her arms crossed under her chest. "Strange is in there with his aunt right now," she said. "They wouldn't tell me anything."

"I got the same from Tony," Carol said. "I suppose I should wait to go in?"

Jessica nodded. They stood in silence for a few seconds before she asked, "Are you ok?"

"Yeah," Carol replied. "Tony and Reed just wanted to make sure I'm in good shape."

"And?"

"I'm tip-top," Carol said. "I already knew it. I knew it the moment I woke up in that tank."

The door in front of them opened, and Doctor Strange stepped out into the hall, his usual garb as the Sorcerer Supreme absent, replaced by scrubs and a lab coat. The only indication that he was more than a medical doctor at all was that he still wore the mystical eye medallion around his neck. Before anyone could speak, he walked up to Carol and hugged her around the shoulders. "I'm glad to see you're alright," he said.

She smiled into his shoulder. "Thanks, Doc," she said. She pulled back and looked into his eyes. "How's Peter?"

Strange sighed and pinched the bridge of his nose. "I'm not really allowed to…"

Carol grabbed the front of his lab coat. "Doc," she said, petting the wrinkles out of the fabric. "I love you, you're a wonderful man, I will hurl you into lower orbit." She smiled sweetly, and her eyes burned like stars.

His Adam's apple bobbed up and down. "Well, uh," he said, "He lost quite a bit of blood, and given his unique makeup we couldn't really give him a transfusion."

"So is he awake?" she asked. "Is he gonna be okay?" Strange wrinkled his forehead and turned away from her, running his thumb and forefinger across his thin goatee. "Doc?"

Strange turned back around and threw a hand up in the air. "He's in a coma," he said. Carol took a step backward, and Jessica put a hand over her mouth. "Some of the shrapnel punctured and collapsed his lungs," Strange continued. "All the trauma sent him into cardiac arrest. We were able to revive him, but… his brain was deprived of oxygen for a few seconds."

Carol was finding it difficult to think of words. When they finally came, the sound was a voice she could barely recognize. "Is he going to be ok?" she asked.

"He's stable, now," Strange replied. "His vital signs are solid. The question is whether or not he'll recover from the lack of oxygen and wake from the coma."

Carol nodded into her sternum, sniffing in an attempt to keep the tears at bay. She raised her head, blinking several times. "How long could that take?" she asked.

"That's entirely up to him," Strange said. "He could wake up tomorrow, or he could never wake up at all."

Carol nodded again and cleared her throat. "Do you think it would be ok for me to sit with him for a little while?" she asked.

Strange gave a slight frown. "I don't see why not, though his aunt is in there right now," he said. Carol walked past him, but he stopped her just as she was opening the door. "I would be careful, though," he said, nodding into the room. "The woman is… fierce."

Carol smiled a thank you and entered the room, the door clicking behind her as it shut. She turned the corner and saw Peter, a small ventilator next to his bag of fluids and heart monitor. The bed was propped up, sitting him at a forty-five degree angle, giving him the appearance of someone taking a nap in an easy chair—except for the tubes running into his mouth. There were three: two large blue ones that led into the ventilator, and another thin, clear one that Carol assumed was a feeding tube. Full life support, then.

His face was drawn and pale, with dark bags beneath his eyes, but otherwise he looked peaceful; sleeping, finally, after all the time he'd spent dragging himself through nights in his lab, researching. A bandage was wrapped around his left bicep, several more over his knuckles on both hands. She didn't even want to imagine what his back looked like.

The elderly woman next to him turned her head as Carol took a few more steps into the room, then stood to greet her. "Hello," she said, extending her hand. "I'm May, Peter's aunt. I remember seeing you in the hall, before."

"Yes, ma'am," Carol said, taking her hand. Carol could feel vibrancy in the old woman's grip; frail as she seemed, there was much life yet to be lived. "Carol Danvers. It's a pleasure to meet you."

May smiled, the deep laugh lines in her cheeks prevalent. Carol couldn't imagine anyone having raised Peter to _not_ be cursed with those particular wrinkles. "Yes, Peter's mentioned you several times," she said. _Had he, now? _"You've undergone a recent name change, as I understand it?"

They moved to his bedside, where they sat on a couch that appeared to have been untouched by the dust and damage to the medical wing. "I didn't realize Peter kept you so up to date," Carol said.

"Oh, he doesn't," May replied, taking his hand again. "He hates that I look into it at all. Thinks I'll worry myself into an early grave." The heart monitor combined with the clicking of the ventilator to create a strange, melancholy music in the dark room. Carol looked at May, saw the older woman's nose wrinkled up, doing what little she could to hold back her tears. "Do you know what happened this time?" May asked. "Do you know what happened to my s… nephew?"

Carol hung her head. "May," she said. "May, I'm so ashamed."

May took her hand away from Peter's and took Carol's instead. "Why, dear? What should you be ashamed for? You didn't do this to him."

"But I did," Carol said, turning to face the older woman more. "I was sick, and I asked him for help."

May sat in silence for a second. "Did you have other options?" she asked.

"Yes."

"Then why did you come to Peter?" May asked.

"Because I knew he could do it," Carol said. "Because I wanted _him_ to know he could do it."

"And did he?" May asked. "Are you cured?"

Carol nodded. "Yes."

"And his… condition," May continued. "He had to fight?"

"Yes, but…"

May took her hand from Carol's, stood, and slung her purse over her shoulder. Her heels clicked on the dusty tile as she walked toward the door.

"May," Carol said, standing. "Please, I'll go, you don't have to…"

"I will see him when he wakes," May said, her hand on the door handle. "I know my nephew, Ms. Danvers. From what your friend Jessica told me, he waged war to save you. It is not my face he will want to see when he first opens his eyes."

Carol took a step forward. "Do you want me to walk you down?" she asked.

May opened the door. "I am perfectly capable of seeing myself out," she replied. "Please give my regards to your fellow Avengers, Captain Rogers in particular. And do call once Peter wakes up."

She walked through the door, pulling it closed behind her. Carol stood in the darkened room, listening to the rhythm of Peter's heartbeat and breathing, before she sat back down on the couch and took his hand again.


	18. Chapter 18

_**A/N: Hello again, friends, and welcome to Chapter Eighteen! Thank you all, so very much, for your continued support and appreciation of this story. Your incredibly kind words have been truly humbling; I just wanted to tell what I hoped was a good story, and I'm glad to see that I'm not the only one getting some enjoyment out of it. I hope you guys like this chapter, it took me quite a while to get it where I was happy with it.**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Eighteen**

Carol awoke to an aching in her calves. She looked through the lashes of her left eye and found that her legs were dangling over the armrest on the side of the love seat. A thin white blanket had been tossed over her, and she heard her hair rustling a slip of paper behind her head. She reached back and found a sticky note on the armrest that was serving as her pillow; it read: "You're welcome for that crick that's not in your back. –Jess."

She curled her knees, bringing her feet off the edge, and rolled over to face the back of the sofa. Her eyes opened halfway as she turned her head to glance at Peter. He was on the other side of the room, now, silhouetted against the nighttime lights of Manhattan piercing the translucent curtains; apparently the love seat had been moved after she fell asleep. He was still unconscious, the tubes still funneling their way into his mouth, though the heart monitor beeped a slower, steadier rhythm. They'd removed the bandages from around his knuckles, but the ones around his left arm and head remained.

Carol turned her head back toward the rear of the couch, sighing into the material. It was cool against her forehead, and little comfort, but she hoped it would be enough to get her through what she feared was the first of many nights there. She blinked backwards several times, and could feel the wavy haze of sleep washing over her mind just as the dull glow of purple light shined into the room.

She turned her head back around, not opening her eyes at first, and listened. "My golden opportunity has arrived," the man said, the room echoing the hollow sound of his metallic footsteps. "The Avengers are hobbled. Their precious tower is powerless, Captain America is gravely injured, Captain Marvel is dead, and Spider-Man lies comatose before me." The voice snapped her awake, sweat beading on her forehead as adrenaline rushed through her veins. She sat up, throwing the white blanket off herself, and saw the city lights glinting off the green-and-purple armor of the man standing over Peter. A large knife was in his hand, and he was lowering it toward Peter's throat. "Today is a day unlike any other," the man said, "For today, starting here, the Avengers fall, and my conquest of this era…"

"Kang!" Carol screamed, slamming her shoulder into the time travelling villain and sending him flying. "Stay away from him!" She turned to Peter, her hands gently shifting his head, checking for more injuries. It seemed that he was no worse for wear, and Carol exhaled a breath she didn't know she'd been holding. She brushed some hair out of the way before placing a short kiss on his forehead. She turned back to Kang just as he fired a blast from a large cannon he'd pulled from the time-stream.

Carol jumped in front of the beam, felt the energy absorb into and rejuvenate her cells. She focused, and her uniform materialized, replacing her white t-shirt and yoga pants. When the smoke and dust settled, Captain Marvel stood between Kang and his prey. "Not quite as dead as you thought, huh?"

"Impossible!" Kang said, lowering the futuristic weapon. "The historical record… Spider-Man failed! He wasn't…"

"Don't you dare," Carol cut him off, her eyes flaring almost white. "Don't you dare say he wasn't good enough." She floated through the hole in the wall, until she was hovering only inches from Kang. "I'm going to give you one chance run away back through your little time portal before I break every bone in your body."

A smile crossed Kang's lips, and he kicked out, catching Carol in the stomach and throwing her back into Peter's room. "You overreach yourself," Kang said. "I am not some foolish supervillain or petty criminal. I am Kang the Conqueror; I have ruled more realms and timelines than you can imagine." He raised the cannon again, readied it to fire. "And I will not be denied this one."

Just before Kang pulled the trigger, a giant green hand encompassed his head and hurled him through the wall and into the elevator shaft. Metal clanked against metal as Kang fell to the bottom floor, but the sound was drowned out by the Hulk's howl of rage. "Hulk!" Carol said, running back out into the hallway, "Am I glad to see you."

"Hulk smash Kang!" Hulk replied.

"Sure thing, big guy," she said, following Hulk to the elevators. The Green Goliath ripped open the doors and dropped into the shaft with a roar. "But let's get everyone in on this action, huh?" she said, flying down after him. She pressed the yellow star emblem in the center of her chest, and it flashed once. "Avengers Assemble!"

Carol switched elevator shafts, as her flight allowed her to move faster than gravity could pull her down. She passed Hulk, who was forced to smash his way through the car in order to keep falling. As she flew, she noticed that one of the lines appeared to be getting thinner, and then she saw Kang, slowing his fall by gripping the cable. Her voice tore out of her as she remembered him with that knife to Peter's throat, ready to slaughter him like an animal, let him bleed out on the floor while she slept on a sofa.

She crashed into Kang, slamming them through the elevator doors and into the lobby. They scraped across the floor, ceramic tiles shattering and shooting across the room. The golden statue of the team seemed to stand in judgment in what little light seeped through from the surrounding buildings, and fluorescents flickered as the arc reactor still struggled to restore power to the tower.

Kang rolled several feet and stood, his legs shaking, his armor sparking in several places. Carol floated above him, the brightness of her eyes and hands illuminating half of the room. He was about to speak when the second set of elevator doors exploded outward, and the Hulk bounded through them, Iron Man, Thor, and Spider-Woman just behind him. Kang's mouth opened again, but the last elevator dinged an upbeat chime, and Cap stepped out, leading Wolverine, Luke Cage, Iron Fist, Hawkeye, and Black Widow.

"Avengers!" Kang called, stretching his arms wide. "Just as I expected. It is my honor to welcome you to what will be the epicenter of my new conquest." He turned his hands over, and a small portal appeared, into which he inserted his right arm. When it returned, his arm was covered by a singular weapon: alien, covered in triangular ridges and glowing purple. "Do you know what this is, fools? It is called Tactigon. It adapts to my opponents, discovers their weaknesses and exploits them. One of my more… recent discoveries."

"Hulk not weak, Hulk strongest one there is!" Hulk shouted, charging forward, arms raised and ready to smash Kang into the dirt. The conqueror, however, simply raised his weapon and fired. A beam of purple energy shot out of the weapon, colliding with the Hulk with little force, but dropping the green giant to the ground all the same. The heroes watched, breathless, as Hulk slowly shrunk back down into Bruce Banner, who was left seizing on the floor from the forced transformation.

"Avengers!" Cap said, ducking behind a column, careful not to further damage his wrapped ribs. "Split up and keep moving! The weapon has to target you before he can take you out! Don't give him the chance!"

Kang turned the weapon, heard it click, and fired. The purple beam struck Thor in the chest, and lightning crashed through the windows, striking the god and transforming him into Donald Blake. Mjolnir dropped to the ground, cracking the tile, and before Blake could move to touch the hammer Kang charged and kneed him in the jaw, knocking him unconscious.

Carol bolted around the lobby, maintaining as much altitude as she could in the high-ceilinged room. _Two of our strongest down and we've barely made a move._

Several arrows flew out of a shadowed corner, hitting the weapon and pinning it to the floor. Natasha stepped out from behind a pillar and started firing her guns. The bullets bounced off of Kang's armor, but his face was contorted with rage as he failed to lift the Tactigon weapon. "I don't need this to defeat you two!" he shouted, the alien machine releasing its hold on his right arm. Kang stood, raising his arms toward the spies, and lances of purple energy flew out of his fingertips. They managed to dodge, but the force of the impact sent them careening into the wall.

Kang kicked the arrows free and jammed his arm back into the weapon, only for Carol to hit him from behind, hurling the conqueror into another marble column. Stone crumbled off his shoulders as Kang pushed himself out of the pillar's base, but Tony flew in and slammed Kang's head back into it. However, Kang pointed the Tactigon behind his back, firing as soon as he heard the targeting confirmation. The light in Tony's arc reactor blinked out, and the Armored Avenger fell to his knees, gasping for breath. Kang took the opportunity to kick Iron Man to the floor.

Cage, Iron Fist and Wolverine all charged as one, Cage pulling two quick Fastball Specials, the first with Logan and the second with Danny. Kang had enough time to fire at Logan, but missed, and the mutant's adamantium claws sliced through the shoulder of Kang's already damaged armor. Spurts of blood ran down the shining purple surface of the metal, and Kang howled in pain. He raised the weapon with his bleeding arm and took aim, firing just before Danny struck him. All the light faded from the Iron Fist, and when Danny connected, the audible cracking was nearly enough to drown out the pain of his fingers shattering against Kang's armor.

Wolverine tried to strike again, but Kang caught him in the face with an armored fist, shooting Logan across the room and into the reception desk. Papers and woodchips went flying as he crashed through. Kang raised the Tactigon and was about to fire at Wolverine when Cage tackled him to the ground, landing several punches on the villain's face before Kang threw him free. Cage soared, crashing into the ceiling and raining glass down on the heroes.

"Your efforts are useless, Avengers!" Kang said. "I have witnessed the future. I _am_ the future!"

"You _are_ a blowhard," Jess said, firing a venom blast into his eyes as she flipped over his head. Kang's head snapped back, and he was forced to brace his legs to keep himself from falling. Jess didn't move fast enough to dodge his retaliation, however, and the force from his gauntlet threw her through the building's front doors and out into the street.

"Jess!" Carol shouted, flying toward her friend, but Kang fired an energy blast, cutting her off. She turned back around in time to see him hit Wolverine with the Tactigon, and Logan fell to the ground screaming as his healing factor stopped working, blood seeping out of his knuckles, the metal on his bones now poisoning him from the inside out. She bolted toward Kang, ready to end this fight, but he caught her with another energy blast, flash-burning her eyes, and she crashed to the floor. Carol tried to look up, but her vision was too blurred. She saw what she thought was Luke Cage fall as Kang shot him with the weapon. He strolled over to the form and kicked it several times, and Carol heard the cracking of bones beneath what was once unbreakable skin.

Kang turned back to Carol, pulled his arm back and punched her across the jaw. Her vision swam further, but she fired a photon blast at the purple-and-green blob before her, and it flew back into another pillar. She heard him cry out, but not fall, and she knew that a shot from the Tactigon was coming. She tried to move, but Kang hit the ground in front of her with an energy blast, and the force threw her back several feet. She rolled on her shoulder, but he was on top of her in seconds. "And now, _Ms. _Marvel," he said, raising the weapon on his right arm, "You with your stolen, unearned and useless title, will meet my retribution for your interruption."

Carol heard a whistling in the air, and saw a red-and-white blob strike and deflect the weapon on Kang's arm. The shield bounced up and away, and Kang turned in the direction from which it came. He saw Steve leaning against a pillar across the room, gripping at his ribs. Kang crossed the distance quickly, and Steve tried to duck away, but his injuries prevented him from moving with any speed. Cap slugged Kang once, then the villain gripped him by the throat and threw him to the ground. He cried out, but Kang kicked him in the face, and Steve fell unconscious.

The haze was fading, but in the darkness Carol still couldn't quite make out where Kang was to hit him with another photon blast. Steve was about to be hit, probably killed, and she couldn't stop it.

"Captain," Kang said, raising the Tactigon again, "Tonight I will end this feeble team you have assembled, and on their bones I will build an empire that will stand…"  
Overhead, Carol heard the hiss of pressurized air, and a voice, and her breath hitched in her throat. And she realized why Cap's shield had never come back down.

"Gosh, I'm sorry," Peter said from the side of a pillar, webbing both Kang and the weapon to the ground. Carol looked up at him as her vision finally cleared, and she knew. He was wearing the torn and tattered mask he had been in Doomstadt and his hospital gown, the front stained brown with vomit, probably from him pulling the tubes out of his throat. Cap's shield was strapped to his back, and the web-shooters on his wrists glinted in the scant light from outside. "You were in the middle of a megalomaniacal speech. Please continue."

Kang opened his mouth to speak, but another shot of webbing kept him silent.

"See, here's your problem, Kang," Peter said, landing in front of Carol. Whether he realized that the shield wasn't covering the entirety of the opening in the back of his hospital gown or not, Carol wasn't about to tell him. Or complain. "Big, fancy alien tech like that, yeah, it can neutralize the effects of gamma radiation or the X-Gene for a little while," he said, gesturing to Bruce and Logan, "But do you know what it can't do?"

Kang tore his way out of the webbing and stood, raising the weapon again.

"It can't suddenly make a man unworthy," Peter said. He fired a web line past Kang's head, straight onto the outstretched hand of the stirring Donald Blake. He pulled, sliding Blake across the floor until his fingertips touched Mjolnir's handle.

Lightning erupted in the room, crackling around the pillars and striking the golden statue. The god of thunder emerged from the maelstrom and hurled his hammer at Kang, who barely had enough time to raise his arms in defense. Mjolnir struck the weapon on Kang's arm and shattered it, pieces of purple alien technology shooting around the room like pool balls. Kang flew backward, right into Carol's arms. "Ms. Marvel!" he said.

"It's _Captain_," Peter said, stepping to her side. Carol smiled, batted her eyelashes and charged her fist with energy, then cracked Kang in the face. He fell limp in her arms, and she dropped him to the floor without a second thought.

She turned to Peter, who pulled off his mask and smiled at her. Kang groaned on the ground beneath her, and her heel absentmindedly stomped on the side of his head, just as Peter's wrists seemed to unconsciously cover him in webbing. Carol took several steps forward, wrapping her arms around Peter. She buried her face in his shoulder, breathing him in, making sure it was real. "You're awake," she said. "You're awake."

"You called," he said. There it was. She'd heard it, right there, in his voice, singing out like a tuning fork. Every ounce of meaning he could muster at that moment, standing bare-assed in a hospital gown next to a time travelling supervillain and the battered remnants of their team. She searched his face, looking for more, but his eyes were darting around the room, an animal on a highway. "Avengers Assemble, right? My quitting didn't stick, did it?" he asked. He was gone again, scaled back over and behind his own walls of uncertainty.

Carol shook her head, both in answer to his question and in attempt to reconcile herself with his retreat. "No, no," she said, "But how did this happen?"

Peter shrugged his shoulders and breathed a heavy sigh. "Well, when you've got a sixth sense that warns you of danger and a bad guy holds a knife to your throat, the alarm bells are kind of hard to ignore, coma or no coma."

He stepped around her, and her fingers twitched to reach for him, but her arm didn't move. He crossed the room to Steve, knelt down to check on his unconscious friend. Carol knew that she should be doing the same, going to get Jessica from outside, or make sure that Logan wasn't dying without his healing factor, but she couldn't stop watching him. It was almost a fear in her soul, that Peter's recovery was some kind of miracle, that it would be robbed from him as quickly as it had been given. That he would be taken from her, she realized, just as he'd come back.

Peter lifted Steve off the ground and helped the old soldier stand. Steve hugged him, briefly, then pushed away, putting an arm over Peter's shoulders. "I'm glad to see you up and about, son," he said. "Are you alright?"

"Don't worry about me, Cap," Peter replied. He reached behind himself and took hold of the shield. "Here, this is yours."

As it lifted away from him, Carol's eyes welled up with tears. The opening in the back of his gown gave her only the smallest of windows, but the amount of stitching crisscrossing his back looked as though someone had drawn a roadmap on his skin. Several of the wounds were oozing; the stitches must have been stretched in his efforts to get out of his bed and join the fight. Finally, she turned away from him, going to find Jessica, to force herself to stop looking at a sight which tore at her heart.

**XXXXXX**

Doctor Strange and Hank McCoy were called in to help deal with the injuries from Kang's attack, while Reed and Tony examined what was left of the weapon itself, hoping to reverse engineer it to restore those abilities it had taken away. Tony himself had nearly lost his life, barely managing to replace the damaged arc reactor in time.

They constructed a tank of enzymes that would mimic Logan's mutation until they found a way to restore his healing factor, preventing the adamantium on his bones from killing him. Bruce had to be locked away in a cell, as his mind had not reverted like his body had. The Hulk raged against his confinement, his fury only growing with every ineffectual punch. Reed and Hank had some trouble with Danny, as the Tactigon had somehow blocked the neural pathways that allowed for muscle memory; essentially, Danny had forgotten all the training he'd received in the martial arts, including how to create the Iron Fist. Luke Cage had been somewhat fortunate: except for his powers being gone, Cage had suffered only a few cracked ribs.

Clint, Natasha and Jess had all been lucky enough to avoid being hit by Kang's weapon, but they still had some cuts and bruises to deal with, and Strange had put them all on a day's bed rest. Steve had earned a few more broken ribs from Kang's assault, but everyone was thankful he hadn't been hit by the Tactigon; no one wanted to imagine what might have happened to him if the serum and Vita Rays were stripped away.

The thought reminded Carol of why she was alive at all. She walked down the hall, still stepping over debris on the floor, and knocked on the door to the corner room. She was given permission to enter, and the hinges creaked as she stepped inside.

Compared to some of the others, Peter's injuries now seemed minor. Hank and Strange had given him a thorough exam, and concluded that his brain's brief period of oxygen deprivation had done no serious or permanent neurological damage; also, so long as the stitches held, his back would be healed in just a week. He was facing away from the door as Carol walked in, pulling a white t-shirt over his head. Strange had applied gauze pads over the stitches now, just to be safe, but Carol noted how so much more of his body was covered by the bandages than was not. "Hey," she said.

Peter turned around, giving her the briefest glimpse of his torso before the shirt covered it. "Hey, Carol," he said. He sat down on the edge of his bed, gesturing for her to take a seat on the small sofa, the same one she'd been sleeping on the night before. "What's up?"

She raised her eyebrows, looking up at him through downturned eyes. "I haven't really had a chance to say thank you," she said. "For saving me, I mean."

Peter smiled into his shoulder for a half-second, swallowed hard, and waved her off. "Well, if you hadn't been in here when Kang showed up, I'd be a Spider-Husk," he said. "Consider us even."

Carol stood up, pacing on her side of the room. "We are not even," she said, her hands resting on her hips as she walked. "You went through nine kinds of hell out there, with Doom and his vault and his stupid scavenged robots. I just happened to be in the right spot."

"You really don't have to thank me," Peter said. "I was just doing what you asked."

Carol rested her forehead in her palm. "Peter, I asked you to look into what was wrong with me, not fight Doctor Doom! Not take on a whole room full of Doombots, or a damn Ultron, or Thor! What were you thinking?"

Peter crossed the room and was in her face in a second. "What was _I _thinking? What about you? I could not have been clearer: stay in bed. Rest. And above all else, do not fly a damn plane halfway across the world and use your powers when your own body is killing you!"

She stared down the inch between them, her eyes narrowing at him. "I was not about to just _sit _in this building. And, if I recall, had I followed your advice, you and Steve would still be crawling your way across the Alps and I would be dead!"

"Yes, you would be dead," he said. "Let's talk some more about how eager you were to kill yourself early."

Carol stepped closer, leaning down, her nose nearly pressing against his. "You wanna talk about trying to kill yourself early? Then let's discuss all that stitching running up and down your back. Or maybe a stab wound through your left arm, or some collapsed lungs, or, oh, I dunno, a damn _coma!"_

Peter didn't back away, but she could see in his eyes his rage was dissipating. "I was just trying to help you," he said, his voice low, still seething.

"I'm just one person," Carol said. "How many people do you save in a day? A week? Yes, I'm an Avenger too, and your friend, and you have no idea how grateful I am," she said, pointing out the window, "But what makes me different from any of them?"

Peter turned in a circle, putting the smallest distance between them. His placed his hands on the back of his head, running his fingers through his hair. "You wanna know what makes you different?" he asked.

"Yes!"

Carol had just been trying to get him to open up, to do that which was so difficult for her, but her conversational skills existed in roughly two realms: biting sarcastic comedy, and verbal blunt force. She hadn't been planning on an argument, but when Peter started throwing his walls up, the only option she saw was to bash them down.

She wanted to apologize about the fight, to say she was sorry.

But then she wasn't.

He moved like a cat, lithe agility that was almost too much for her eyes, and her instinct took a step back for her. But his hands cupped the sides of her face, and she felt his fingertips on the back of her neck, the pads of his thumbs on her cheekbones; she wanted him to stick them there and never let go. He was pulling her in, and she wanted to fall, this woman who loved nothing more than taking to the skies and scoffing at gravity.

Heaven crashed against her, a frenzy, furious longing from a mind addled with frustration. His lips were striking, and she wanted to feel every inch of them, every line, every minute scar. She opened her mouth to let him in, but he pushed away, a terrible mixture of human desire and primal terror in his eyes.

Peter breathed in through his nose, heavy, swallowed once, and exhaled. He ran his fingers through his hair and down his face, then turned to the door before she could stop him. "God, Carol, I'm sorry," he said, nearly ripping the door off its hinges before getting the handle unjammed. "I can't… I'm sorry."

And he was gone.


	19. Chapter 19

_**A/N: Hello, friends, and welcome to Chapter Nineteen, in which some... *ahem* stuff happens. Yeah. Anyway, please read and review, and thank you all for your continued support and enjoyment of the story.**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Nineteen**

Peter walked quickly down the hall, the soles of his bare feet silent on the tile, even when he crossed onto the wall to avoid the glass. He marched over one of the doors, and Jessica opened it seconds later. She called after him, but he kept moving, dropping back onto the floor. He turned the corner and nearly broke into a run, but the aching tightness in his back wouldn't let him move any faster.

He opened the door to his quarters and stripped out of the t-shirt and pants he'd just put on, then grabbed his costume out of his closet. He knew he shouldn't be web-slinging with his injuries, but he couldn't think of any other way to get out of there.

He paused after pulling the blue pants on long enough to look at himself in the full-body mirror. _God, Peter, what the hell were you thinking?_

Before he could start putting anything else on, there was a soft knock at the door. Carol called his name from the other side, and it sounded like music. He reached out for the door handle, his fingers twitching; he stopped once, but steeled his resolve and opened the door.

She stayed in the doorway, first looking him up and down, then past him, noticing his Spider-Man shirt and the web shooters on the edge of the bed. "Where are you going?" she asked.

Peter turned back into the room and snatched up his shirt. He wanted to rip the damn bandages off his back, the itching was driving him mad. "I need to go see Aunt May," he said, trying to work himself into the costume and failing miserably. "She's probably going crazy with worry, and besides, if the city never sleeps that means crime doesn't either…"

The door clicked shut as Carol followed him in, and she reached out to grab his hands. She pulled them down and he dropped the shirt onto the floor. "Peter," she said, her voice soft, "Where are you going?"

He plopped down on the edge of the bed, bouncing the web shooters onto the floor, and Carol eased herself down next to him. He hung his head between the triangle his arms created with his torso, his elbows resting on his thighs. "I was gonna kill him," he said.

Carol looked at him, silent, her eyes never leaving his face.

"I know what Steve said," Peter continued, "But I also know myself, and in that moment, I…" he raised his head and looked at her, his eyes cracked red, "I wasn't gonna stop until that helmet was full of soup."

"I don't believe that," she said, taking his hand. "I know you, too. Steve was right, you're no killer."

Peter snapped up from the bed. "I nearly killed the Goblin after Gwen died," he said. "Did you know that? Same thing with Doc Ock when he killed her father. I've come within inches of murder so many times I've lost count."

"But you've never done it," Carol said, her voice even. "You've never taken a life."

Peter scoffed, his eyes turning to the floor. "If you knew me at all, you'd know that's not true," he said.

"Stop saying that!" Carol shouted, rising from the bed. The air was hot in her throat, and the words hitched there for a breath before she could speak them. "I do know you."

"What do you know?" he asked, spreading his arms wide. "Tell me, please."

"I know how brave you are, and how intelligent," Carol said, taking a step closer to him. "I know how much you hate to see other people suffer. I know how much you sacrifice." She took his hands in hers, and smiled that smile again. "I know how compassionate you are. I remember you telling me about a boy named Tim…"

Peter smiled at the memory. "The Boy Who Collected Spider-Man," he said.

Carol nodded. "I've never heard of any of the rest of us doing something like that. Not without it being arranged by some foundation or another. You just went and visited a dying boy because you knew it was right."

Peter looked away from her. He tried to step away, but she held onto him. "Carol," he said.

"I'm not finished," she replied. "I know how much you've done for me, for this city, and never asked for anything in return. I know how much you hurt, Peter, and I know how much I want to make it stop."

He wanted to look away again, but he couldn't; it was like her eyes were bound to his, and he realized he would be perfectly content to just stare at them for the rest of time.

"But most importantly, Peter, I know how you feel."

Her words snapped him out of his reverie, and this time she let him take a step back. "Carol, I…"

"And I know that it's not just you," she said.

Peter's brain shut down. He didn't know how to process what he was hearing. She… had feelings for him? He had to be mishearing, misunderstanding her somewhere. But even if she was telling the truth, even if he wasn't wrong…

"Carol," he said, "I can't."

"You can't what?" she asked. "You said that in the hospital room, too. What can't you do?"

Peter pointed toward the door. "I need you to go," he said. "I need you to be the strong one, Carol. Like you always are."

Carol took a step back and shook her head. "What are you talking about?" she asked.

"I need you to be the strong one," Peter said. His eyes pinched together, and she saw him working to fight back tears. "I need you to turn around and walk out that door, because I can't."

"Can't what?" Carol shouted.

"If you stay," Peter said. "If you stay, I can't… we know how these things go, Carol. We've had plenty of examples: Clint and Bobbi, Wanda and Vision, Tony and damn near anyone, hell, even me and Black Cat or you and Simon."

Carol's eyebrows shot into the air, setting the smallest wrinkles into her forehead, and she couldn't stop the smile creeping onto her face.

"Somehow, somewhere down the line something will go south, and then things will get weird, and I'll end up quitting the team because I do that like, every other Tuesday…"

Carol took another step forward, her smile getting wider.

"So I need you to be the strong one and walk out the door, because if you stay," Peter said, his eyes focusing on hers again, "I can't… I won't be able to say no to you."

Carol nodded, and swallowed hard once. "You're absolutely right, Peter," she said. "I could turn around right now and walk out that door and never look back." She put a hand to his cheek, felt his muscles relax into her palm, his shaky exhale on her wrist. She pulled him close and leaned down, her lips centimeters from his. "But why on earth would I want to?"

She feathered her lips against him, a half-second of electricity. Her eyes fluttered open and looked into his soul. "Do you want me to go, Peter?" she asked.

His head shook lightly, and she put her other hand against his face. She heard a click sound in the base of his throat, the beginning of her name, before she breathed him in. His lips were her new wine, a taste she knew she would never have enough of. She felt him hesitate, only for an instant, before his hands were on her, cupping her face again. His fingers were on the back of her neck, pulling her closer, and he breathed a sigh out of his nose.

Peter started moving, pushing her backward; his mind was on fire, a million and one thoughts racing in every direction, and he didn't want to catch a single damn one. Carol floated a few inches off the ground, easing the move, and the pair crashed into the wall. They broke apart long enough to laugh into each other's mouths before coming together again.

Carol started playing her hands up and down Peter's torso, running her fingers over every inch and curve like she was blind and trying to memorize him. She caressed his arms, careful of the stitches in his left bicep. She moved her hands to his chest and abs, feeling every contour of the ridges of his muscles; she felt heat radiating off his skin, the throbbing of his pulse beneath her fingertips. He was like living stone, a beautiful Michelangelo brought to life by her kiss.

They pulled to the side, into the corner behind the door. Peter grabbed her hands, intertwining their fingers, and pushed her arms against the wall, above her head. He moved his lips from her mouth and onto her jawline, and Carol threw her head back, letting out a quick breath. She jerked her fingers free of his grasp and tugged her shirt over her head, dropping the white cotton behind him as she threw her arms around his neck. Floating up a bit, she wrapped her legs around his waist, drawing herself closer to him, gripping tight the hair on the back of his head. She'd completely forgotten that his hands were still on the wall.

He started to climb.

"Oh!" Carol said in surprise. She tried to think of something else but couldn't manage it, her mind occupied with Peter's lips at her throat.

He pushed her against the ceiling, and she let gravity pull her closer to him. Peter leaned away from her and looked into her eyes. "Did you want the spider?" he asked. "Is this too much?"

Carol put her hands to his face and smiled at him. "I just want you, Peter," she said. "I just want you. Man and spider and everything in between." She plunged her mouth onto his neck, and he lost his grip on the ceiling. They fell for a second before Carol slowed them, guiding them down toward the bed. She flipped herself onto her back before hitting the sheets, sliding a bit until her head was on a pillow.

Peter pushed up from her, and her ankles unlocked from around his waist. He looked into her eyes and saw that fire, but not the same as before. This one wasn't angry; it was hunger, ready to devour. He turned his eyes from her, shook his head. "Is this too fast?" he asked. "I don't want to do this wrong, Carol. I don't want to make any mistakes."

Carol leaned up on her elbows and stuck her arms behind her back. Peter's eyes dilated as he heard three telltale plastic snaps. "Peter," she said. "I love your mind, but please stop thinking."

He obeyed, falling back onto her, losing himself in her embrace, in her lips.

**XXXXXX**

Peter stood at his window, looking out into the city. It was morning, the dawn creeping overhead and casting triangular shadows onto the buildings surrounding the tower. He leaned against the sill, his legs crossed, his hands stuffed into the pockets of his pajama pants. Carol approached him, and Peter saw her pulling her white t-shirt over her head in the translucent reflection in the glass. A soft smile crossed his lips.

"Hey," she said, wrapping her arms around his torso, careful not to squeeze his back too tightly. "You okay?"

He turned away from the window and looked up at her. "The stitches are sore, but I'm alright," he said. He put his mouth up to hers, still tentative, but she kissed him lightly. "What about you?"

Carol smirked at him, then pushed away. "I've got no complaints," she said. She grabbed her black yoga pants off the floor and pulled them on. She walked over to the kitchenette and poured them each a cup of coffee, then sat at the two-seater table on the side wall.

Peter sat across from her, hooking a finger through the ceramic handle. "Thanks," he said, taking a sip. The bitter liquid flowed down his throat, snapping his synapses awake, and the cup between his palms warmed him to the fingertips. He looked up at her as she drank, the steam playing off her features, molding around her nose, hiding her blue eyes behind a misty veil.

She saw him watching and smiled at him. "What?" she asked.

"Are you sure about this?" he asked, his eyes turned down to his cup.

The mug clinked on the table as she set it down. "Peter," she said, crossing her arms in front of her chest and setting her elbows on the table, "I can make up my own mind. I can make my own decisions, and I'm choosing you." She reached across with one hand and took his. "If you're asking if I'm sure about this forever, I don't know. I mean, if you asked me to marry you right now I'd run away screaming you were a crazy person." He looked up, and she smirked at him, her smile growing wider as a new one crossed his features. "But I'm sure about giving it an honest shot with you. Okay?"

Peter nodded. "Okay," he said. "We'll have to have a second date, you know."

Carol's eyebrows twitched up. "Last night doesn't count?"

He shook his head. "No, no, like and actual date. Going out and doing a thing. In civvies."

Carol rubbed her eyes with her free hand. "Do you think we could avoid gun-toting goons this time? Because…"

She was interrupted by the sound of Peter's Avengers I.D. card going off. He walked over to the night stand and picked it up.

"Something wrong?" she asked.

Peter clicked the card against his fingers several times. He was already stepping out of his pants and scanning the room for his costume. "I've set the card to ping me if there's a crime alert in the news," he said, picking his web shooters off the floor. He tossed the card on the edge of the bed and clipped the devices on his wrists. "Rhino's hitting a bank in Midtown. You want to come along?"

Carol watched him for a few seconds as he pulled on the pants and boots, then saw how much he strained to get his shirt on without stretching his stitches. "You never stop, do you?" she asked.

He turned around to face her, jerking the webbed gloves onto his hands and fitting the web shooters' spinnerets through the holes. He bent down and picked up his mask. "I can't," he said.

She stood from the table, and rings of light glowed around her, sliding up and down her body. In seconds her clothes were replaced with her Captain Marvel uniform. "Well, I can't let my new boyfriend go get himself killed on day one, now can I?" she said.

"That whole trick is terribly unfair," Peter smiled at her, then pulled his mask over his face. He crossed to the window and pushed a button on the sill. The glass slid into the side of the wall, opening the room to the slight chill of the New York morning. "After you, m'lady," he said, bowing and gesturing into the open air.

Carol sauntered over to the window, and stuck a finger underneath his chin, raising his eyes. "That's right. I am your lady," she said, floating out into the wind. "You chauvinist pig."

"Hey, that's offensive," Spider-Man said, crawling out onto the side of the tower and pushing another button, closing the window behind him. He fired a web line onto an adjacent building and swung out, Carol flying beside him as he flipped above the streets. "Pigs give us bacon."

Carol laughed. "You're so right," she said. "I apologize to the porcine population of New York."

As she flew, Peter bounced off a building and side-flipped, landing on her back. "What are you doing?" she asked, looking over her shoulder.

Spider-Man turned sideways, his hands stuck out to his sides. "To me, my board!" he shouted.

Carol scoffed. "Are you making Silver Surfer jokes?"

"Let us ride the waves of the cosmos, and herald the coming of the World-Devourer!"

Carol shook her head and laughed. "What the hell have I gotten myself into?"


	20. Epilogue

_**A/N: Hello, friends, and welcome to the Epilogue! This has been my first story, and you have no idea how appreciative I am of all the support you guys have shown for it. Thank you all so much, and please, keep an eye out for my next stories, "Batman: Winter's Grasp," and "The Measure of a Man," the second part of this series.**_

_**And if anyone has any requests, suggestions, or anything of that nature for me, please don't hesitate to send me a PM. We'll discuss.**_

_**Also, a big shout out to patrickthenobleman, aspiringactor, Reborn Dark Phoenix, and dokebibeats for being awesome. Go check out their stories!**_

**Epilogue**

Sparks flew, and behind the bandages and the protective cover of the metal hood, Doom's eyes burned. He was meticulous in his work, determined that every seam and weld should be perfect, lest he discard the offending hunk of metal and start again.

He lifted the hood and examined his work. Exquisite. Nearly impossible to tell that a weld had been performed at all. Except for the one small bubble where a tiny pocket of air had become trapped in the super-hot seam.

He tossed it aside, into a growing pile.

Doom knew that he could have his machines perform the work and have it be perfect. Or he could use magic to fuse the metals together without having to worry about it at all. But no. The Spider had earned Doom's personal attention, and deserved all the care involved in such planning. Doom wanted every part of this to be executed by his own hands. No one would dare say he could be defeated so soundly by such a foolish adversary.

A metallic thumping shook behind him, one that Doom did not recognize as part of the regular rhythm of his workshop. For the fourth time that day, Doom tried to stand, only to be reminded of what Spider-Man had done by his right leg giving way, forcing him to crash back into the seat unceremoniously.

"No, please, Doctor, don't get up on my account," a hollow, robotic voice came from the shadows.

"Who dares invade Doom's home?" he called.

A few more thumps. "Evidently everyone, Doctor," the voice said. Doom could tell that it was closer now.

"Who are you?" Doom asked.

"I'm a friend," the voice said. "One who has a proposition for you."

Doom turned back to his workstation. "Doom does not require assistance. Leave my presence and be thankful you still have your life."

The figure moved into the light, and Doom turned his head to see who was foolish enough to disobey him. His eyes fell upon a still body, circuitry covering the eyes and several scarred sections of a bald head. "My life is the one thing I don't have, Doctor. And it's the one thing you can help me get back."

"Why would I do such a thing?" Doom asked.

"Because I can help you facilitate your revenge against the spider," the figure said. "After all, I do have quite a bit more experience with him than you do."

Doom rose, careful of his mangled leg, and limped forward. "Doom will hear your proposition, Doctor," he said.

Had his body not been paralyzed, Otto Octavius would have smiled. "Excellent."


	21. Sequel!

p style="text-align: center;"emstrongHello, friends, I just wanted to let you guys know that the first chapter for the sequel to this story, entitled "The Measure of a Man," has been posted. Please go take a look at it!/strong/em/p  
p style="text-align: center;"emstrongThanks so much!/strong/em/p 


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